Control, Alternate, Delete
by OldSchoolVinny
Summary: (Sequel to The Uncanny Penny) Penny reunites with Ruby and the gang for a week of fun, but their reunion becomes anything but fun when old enemies return as well. (Nuts and Dolts-ish) (minor violence and swearing)
1. Chapter 1

Every Friday night at 8 o'clock, Ruby sat by her desk and waited for her weekly call with Penny. It was a new ritual that Ruby did ever since Penny had moved to the island of Patch and was enrolled into Signal. Every week Penny would call Ruby and talk about everything going on in their lives. Getting Penny enrolled into Signal and checking on her was Ruby's way of keeping her safe.

Right on the dot of 8 o'clock, Penny called.

"Salutations friend!" greeted Penny.

"Hey Penny," said Ruby. "How are things going at Signal?"

"Just spectacular! This week Professor Qrow took us on a field trip to observe different kinds of Grimm. A lot of the other kids got scared on the trip. Some of them think Professor Qrow is crazy."

"He may seem crazy, but believe me, he's a great teacher. I would never have made it to Beacon without his guidance."

"I can see why. I never knew being a huntress was this hard. Now I understand why everyone was so happy about the semester break coming up."

"That's right; this should be around the time Signal students have the week off."

"Since we have the week off Ruby, I was thinking..."

"What is it?"

"I want to come to Vale and spend the week with you and the others. I mean, if it won't cause any trouble."

"Of course it wouldn't! We'd love to see you back."

"Sensational!" shouted Penny. "I'll contact you as soon as I arrive! See you soon Ruby my friend!"

"See you soon," said Ruby before signing off.

#

James Ironwood was in his office going over the data archives of the Atlesian military. Someone had recently hacked into their servers and may have compromised sensitive data. While going over the archives, he noticed a familiar IP address that had shown up in the entry records; it was from someone within his own company. What surprised him wasn't someone from within committing company sabotage - he was always on guard for potential rats - but rather that it came from the one person he thought would never try to pull this stunt.

Ironwood called the offender to meet him in his office. A few minutes after the call, there was a knock on the door.

"Come in," said Ironwood. In stepped a young man in his early twenties with crew cut blonde hair, khaki pants, and wearing a jacket over his sweater. This man was actually an android; specifically, he was known as a Self-Sufficient Huntsman Automaton Model-005, but most people called him by his nickname, Nick. He saluted the general and sat across from him.

"What's this about, sir?" asked Nick.

"Nick, do you why I had you rebuilt?"

"It was because despite all the transgressions I committed that led to the folding of Cadet, I was still seen as a company success and would prove useful in your other ventures. That is also why you had me transferred into your military."

"Precisely. It wasn't your fault for what Gainsboro had you do. I figured if you had some simple corrective reprogramming, you would be the obedient soldier you were groomed to be. However, it seems you still have a discipline problem."

"I don't understand your query, sir."

"I looked into the records of our recent hacking incident, and sure enough, we traced the IP address to you. Now Nick, hacking into our servers is something we do not take lightly. This is a very serious issue."

"I'm well aware of the dangers sir."

"So why did you do it? Keep in mind, I can tell when you're lying."

"If you want to know the truth Ironwood sir, this is why."

Nick reached inside his jacket and pulled out a doll. The doll wore a green princess dress and had bright orange hair with a pink bow on top. Ironwood looked over the doll and was confused as to what Nick was talking about.

"What is this?"

"That's Penny junior, sir."

Ironwood sighed, pressing two of his fingers by his nose. He hated whenever Nick brought up Penny. Ironwood had high hopes for Penny's potential, but after the whole Cadet fiasco and Penny's emotions getting the best of her, Ironwood made the decision to scrap any plans involving Penny altogether.

"Nick, I thought we were over this."

"I can understand not wanting to rebuild Penny because she was considered a failed project. What I don't understand is why you continue to keep her memory archived."

"We keep her data archived so we can learn from our mistakes. Should we ever reconsider making a new Self-Sufficient Huntsman Automaton, Penny's data will teach us where we went wrong to prevent future errors."

"When exactly are you going to consider, sir? Because I query that you have no actual intentions of doing so."

"Now is not the best time Nick. We already have our hands full in dealing with terrorist organizations. Right now I'm more focused on making sure the weapons we have now are working."

Ironwood handed the doll back to Nick, who stuffed it back into his jacket.

"If that's the way you feel General, I would like to query a proposal."

"That is?"

"Let me have Penny's memories. If you're not going to rebuild her, at least let me keep a copy of them for myself."

"And I'm going to tell you what I've told you before: We cannot allow anyone to carry around sensitive data in case they should fall into the wrong hands. Understood?"

"Understood, sir."

"Good. A final warning before you go; if I ever catch you trying to compromise our data again, I will have you terminated. Dismissed."

Nick stood up and exited Ironwood's office. Along the way to his room, he reached into his jacket and pulled out Penny junior. While looking over the doll that reminded him of his older sister - even though they were not technically related - he reached into one of his other pockets and pulled out a flash drive.

"I'm not allowed to lie," thought Nick, "but I am allowed to keep the truth from you, sir."

#

Roman Torchwick was in his warehouse going over the plans sent to his scroll by Cinder, and as usual, he got stuck doing the actual work. It was bad enough that Cinder had him working for the White Fang and stealing all the dust he can while her and the two brats seemingly stood back and did nothing, but this latest plan was starting to make Torchwick reconsider a new line of work. He called Cinder on his scroll to vent his frustrations.

"Okay, this is getting ridiculous," said Torchwick. "I have to do all this while you and the kids run off to play dress up?"

"What did I say about faith Roman?" said Cinder.

"Yeah, well, I don't have any in this latest plan of yours. How exactly do you expect me to get this done? The White Fang haven't exactly been doing a bang up job when it comes to actually fighting."

"I hired someone to aid us. He should be arriving to your location any moment now."

"This better not be another punk kid you picked up off the street."

"I wish I was a kid again," said a nearby voice. It sounded like the person was an old man. "That way I'd at least have all of my working organs."

Oh no, thought Torchwick. He remembered that voice. It had been a long three months since he heard that voice, but he remembered it all too well. Torchwick turned to see the source and was mortified to see Professor Gainsboro. Gainsboro and Torchwick were partners in stealing dust, but things fell through when Gainsboro decided to have his robot henchman turn on Torchwick. Torchwick would rather work with the annoying kids than this old man any day.

"Oh no! NO! Cinder, we've got a problem here!"

"If it's because of your history together, I'm well aware. Now stick to the plan or else."

Cinder hung up on Torchwick. Torchwick squeezed his scroll tightly and started telling himself to calm down before he had the urge to throw his scroll into the ground and shatter it to pieces. Gainsboro smirked and put a hand on Torchwick's shoulder.

"I know we haven't been the best of friends as of late," said Gainsboro, "and quite frankly I still have much disdain for you. With that said though, Cinder is paying me quite a handsome sum to look the other way about our past transgressions."

Torchwick smacked Gainsboro's arm away and grabbed him by the collar of his shirt. "You may be looking the other way, but I'm not. I'm warning you Gainsboro; if I even think you're going to backstab me again, I won't hesitate to kill you!"

"Relax Torchwick," said Gainsboro, holding his hands up. "Remember what Cinder told you: Have a little faith."

Torchwick groaned and let go of Gainsboro. Even if he could kill Gainsboro, Cinder would probably do the same thing to him.

"All right professor, I'll bite. How exactly are you going to help me? If I remember correctly you were fired from Cadet and lost access to all that wonderful equipment of yours."

"I may not have the same resources as I used to, but I've still got this," said Gainsboro, pointing to his head.

"A lack of hair?" joked Torchwick.

"Ha ha, very original Torchwick," replied Gainsboro. "I can see Cinder didn't hire you for your humor. Anyway, Ironwood thinks his companies are safe from harm. What he doesn't realize is that he fired the man who knows more about his companies than he does."

"And how exactly does that help us?"

"Simple. I know everything Ironwood is planning."

Gainsboro took out his scroll and showed it to Torchwick. Torchwick went through Gainsboro's scroll and was shocked to see all the dirt Gainsboro had on Ironwood. He was actually kind of impressed.

"How did you acquire this info?"

"How else? I hacked him."

"You hacked into the servers of the most powerful man in Atlas, and you didn't get caught? How..." Torchwick was too dumbfounded to finish.

"I have my ways. Moving on, amongst all that data is Ironwood's plans for his visit to Vale. He's going to be showing off his latest military projects, transporting them in ordinary looking delivery trucks. The plan is simple: You and the White Fang hijack the trucks and steal the goods."

"Well Gainsboro, I have to say I'm liking you all over again," said Torchwick, holding his hand out for a handshake. "It'll be a pleasure doing business with you."

"Likewise," said Gainsboro, shaking Torchwick's hand.

#

The next day, Ruby got a message from Penny saying she arrived in Vale, and would meet outside of the hotel Penny had decided to stay at.

Team RWBY were waiting outside of the hotel for Penny, with Ruby being the most excited to see Penny again. Ruby was constantly fidgeting and looking at her scroll, wondering what Penny was doing.

"Guys, Penny hasn't responded," said Ruby. "You think she missed my messages?"

"Relax sis," said Yang. "You're acting like she's in danger."

"Oh my God, what if she's in danger? What if-"

Weiss grabbed Ruby by the shoulders and got her to stand still. "I'm sure there's a perfectly reasonable explanation as to why she hasn't come out yet. Now can you stop fidgeting?"

"Okay," said Ruby. As soon as Weiss let go, Ruby stood still for a whole five seconds. "I'm going to see if anything's wrong!"

Before her team can respond, Ruby started to run towards the entrance of the hotel. As soon she reached the entrance, someone opened the door from inside, causing Ruby to collide into them and collapse in the lobby. Weiss face palmed at her partner making an embarrassment of herself.

Ruby got up and started apologizing to the person she bumped into.

"Oh man, I'm so sorry! I wasn't looking where I was..." Ruby suddenly stopped when she looked at the person she wound up bumping into.

"Hello Ruby!" said Penny. "You sure have a funny way of greeting people."

"Penny!" said Ruby, helping Penny up and giving her a hug. "It's great to see you!"

"It's great to see you too Ruby my friend."

Ruby's team came inside the hotel to check on Ruby, and were surprised to see Penny waiting for them.

"Salutations Team RWBY!" said Penny.

"See Ruby?" said Weiss. "I told you she was fine."

"Is something wrong?"

"Nothing's wrong, except for perhaps Ruby being a bit too excited to see you."

"Well, it has been a long time since we've all been together in person. I hope to get the most out of this week before heading back to Signal."

"Then what are we doing standing around here for?" said Yang. "Let's go out and have some fun!"

"Sensational!" said Penny. "Where shall we go first?"

"Why don't you pick?" suggested Ruby. "After all, you're our guest of honor."

"Okay," said Penny. "How about a movie? I've never gone to see one before. At least, as far back I can remember."

"Perfect!" said Yang. "I know just the one we can watch!"

"It better not be the one with those stupid space soldiers I keep hearing about," said Weiss.

"Stupid? It's got everything! Action! Comedy! Romance!"

"It's juvenile entertainment for adolescent losers."

Hearing Weiss bad mouthing her choice in movies was causing Yang to start forming some sparks in her hair.

"Maybe you just have bad taste in movies!" replied Yang.

"Guys?" interrupted Ruby. "Don't you think Penny should be the one deciding what movie we should go see?"

"I don't mind what we see," said Penny. "That space soldier movie sounds interesting though."

"Then it's settled!" said Yang. "We're off to the movies!"

"This is going to be the most painful two hours of my life," moaned Weiss. Blake put a hand on Weiss' shoulder.

"If it helps, I don't think it's going to be a good movie either. We can suffer together."

The five of them exited the hotel and headed to the nearest movie theater. After purchasing their tickets, Blake and Weiss volunteered to get everyone's snacks and drinks while the rest waited in the theater, secretly hoping the line would last as long as possible. Just as the others were about to enter the theater, Penny tapped Ruby on the shoulder.

"Ruby?"

"What's wrong Penny?"

"Can I talk to you alone for a bit?"

"Uh...sure."

Penny pulled Ruby aside and looked around to make sure they were alone. Ruby was starting to get a bit worried about what Penny was doing.

"Is everything all right?" asked Ruby.

"To be honest...no," said Penny. She was starting to sound depressed. Now Ruby was really concerned about Penny.

"You want to tell me what's wrong?"

"It's about me...or rather, about us."

"I don't understand."

"See, I'm starting to make some friends at Signal, but I can't ever really feel close to them because no matter how much I get to know them...they can't get to know me."

"Because you're not a human?"

"But even if I was, what can I tell them? I don't have any memories of the life I had before I 'woke up.' The only memories I have are what you told me after I woke up; that I was built by some company who used me for bad purposes, and that you and I were friends. I just...I just have so many questions about my past life that I really need to know."

Ruby was starting to feel ill. She had purposely been keeping a lot of things secret from Penny, partly because some of those memories involved things Ruby felt was her fault for allowing them to happen, and some of them involved Penny's brother Nick. Ruby remembered how after Nick repaired Penny, he wanted to walk out and never be seen by Penny again. It was his way of making up for the fact that it was him that nearly killed Penny and caused Penny's memories to be wiped. Penny's reboot was a chance to start over and have a perfect friendship from the beginning, but that plan looked to be falling apart.

"Ruby," said Penny, grabbed Ruby's hands and looking her in the eyes. "I want you to be honest with me. You said I lost my memories because of an incident with the company that made me. Ruby...what really happened?"

"It's...it's not important Penny," responded Ruby. "What matters is that it's all in the past and we can move on."

"Then at least answer me this: Were we really good friends before I lost my memories?"

"Of course we were good friends. It's just there were some things that happened between us that I'd rather forget. Our friendship wasn't as genuine as it should have been, and I'm partly to blame for it. But Penny, you have my word; I would never do anything to hurt you."

"...okay Ruby."

Yang suddenly burst through the entrance door. "What are you two doing? The movie's about to start!"

"We'll be in shortly," said Ruby.

"And where the hell are those other two? I'm starving here!"

The three of them went back into the theater just as the movie started, with Weiss and Blake showing up a few minutes later with everyone's food. The five of them sat back to enjoy, or in Weiss and Blake's cases, tried to enjoy the movie.

After what felt like forever, the movie was over and the team exited the theater.

"Was that awesome or what?" yelled Yang, feeling even more pumped than she did before watching the movie.

"I'll admit there were some parts I liked," said Weiss, "most of them involving that robot who hates everybody. I feel like I can relate to him."

"See? I told you it would be awesome! Now who's up for some pizza?"

"Are you kidding me? You ate a giant bucket of popcorn and two whole cups of soda! The last thing you need is more junk food!"

"Then I'll just get a salad pizza."

"You go off and get sick if you want. I'd rather go shopping in the market district."

"What do you think Penny?" said Ruby. "Up for some shopping?"

"Actually, I'd rather go back to my hotel room now," said Penny. "I'll see you all again tomorrow."

Penny turned around and started to walk away. The others were surprised to see Penny suddenly decide to leave.

"What was that about?" asked Yang.

"I'll go talk to her," said Ruby, running up to Penny before she got too far. "Penny, is something wrong?"

"Nothing's wrong," said Penny. "I just...want to go back to my room."

"Was it something I said about that talk we had?"

"No Ruby, I understand if you don't want to tell me what happened. I'm just not in the mood to do anything else right now."

"Oh come on now, there has to be something you want to do!"

"Not really. By tomorrow I'll be sure to have ideas of what to do."

Penny kept walking away while Ruby tried to think of ideas that might interest Penny.

"Well...how about a sleepover?" she blurted out.

"A what?"

"A sleepover. Come spend the night with us in our dorm!"

"Does your dorm have room for a fifth person? I don't want to intrude-"

"You won't! Believe me, it'll be fun!"

"Well...okay. I'll pack my things and meet you tonight."

"Thanks Penny. I promise you'll have a good time."

#

Late into the night, Ironwood's trucks entered Vale and were on their way to their destination. The drivers appeared to be citizens, but were actually Atlesian soldiers in disguise. Everything was going smoothly until a car suddenly pulled up in front of them and stopped, causing the trucks to stop. The soldier of the truck in front got out to see what was going on.

"Hey! What the hell are you doing?"

The driver of the car began to step out. As soon as he saw it was Torchwick, the soldier pulled out his rifle and aimed at Torchwick. Torchwick simply smiled and held his hands up.

"I'm sorry, I appear to be lost," said Torchwick. "Can you tell me how to get to main street?"

"Get down on the ground Torchwick!" said the soldier.

"You know who I am? I must be famous!"

"Get down on the ground now!"

"Yeah yeah, I hear you."

Torchwick slowly laid himself on the ground. As the soldier approached Torchwick, he was suddenly jumped from behind by two White Fang soldiers, who knocked him out easily. Soon more White Fang soldiers appeared and began to knock out the other Atlesian soldiers as well. Torchwick stood back up and dusted himself off.

"Now I've got dirt all over my jacket. Thanks for that," said Torchwick, kicking the unconscious soldier in the ribs. Torchwick and the White Fang opened up the trucks to make sure Ironwood's creations were inside, then removed any bugs or trackers that were on the trucks. Once they were in the clear, they got in the trucks and headed to Torchwick's hideout.

#

In RWBY's dorm, Penny had arrived and changed into her pajamas, which consisted of bright green pants and a green shirt with a picture of a robot boy's face on the front. Penny, Yang and Ruby were playing Remnant: The Game as Weiss and Blake looked on. The game ended when Yang sprang her trap cards and rolled all the numbers she needed to wipe everyone out.

"Yes!" said Yang. "I win again!"

"Darn it!" said Ruby. "I swear you have to be cheating!"

"I didn't detect any foul play," remarked Penny.

"Because that's how good she cheats!"

"Don't hate the player sis," said Yang.

"All right, I think that's enough Remnant conquering for now," said Ruby, packing up the game. "Let's do something else."

"I've got another game we could play," said Yang.

"It better not be truth or dare," remarked Weiss.

"...okay, I have yet another game. It's called Marry, Kill-"

"Yang!" shouted Ruby, not wanting Yang to use that term in front of Penny.

"Marry kill what?" asked Penny.

"Er...date. Yeah, Marry-Kill-Date!"

"How do you play?"

"It's simple. We each get different people, and you have to say who you would want to go on a date with, who you would want to marry, and who you would want to kill."

"But I wouldn't want to kill anyone!"

"It's just hypothetical Penny. It's like a what would you do if you had to scenario."

"Okay; if it's only hypothetical, I'll play."

"Great! Okay, let's start with...Weiss!" said Yang, pointing in Weiss' direction. Weiss groaned at having to be picked first.

"Let's get it over with," said Weiss. "What three?"

"How about...Sun, Neptune, and Jaune?"

"I think it's pretty obvious who she's going to pick Yang," said Ruby.

"Easy," said Weiss. "Date Neptune, marry Jaune, kill Sun."

"What?" said Yang, nearly bursting out laughing. "You'd marry Jaune? Why?"

"Because if I have to marry one of them, at least I know Jaune will bow down to all of my commands."

"So you would make him your slave," said Blake. "Why am I not surprised?"

"Marrying Weiss is truly a fate worse than death," said Yang. "Okay Weiss, you get to choose."

"I pick Ruby."

"Bring it on!" said Ruby.

"Torchwick, Professor Ozpin, and Professor Port."

"That's just cruel!" said Yang, laughing in tears at Weiss' choices.

"A bit too cruel!" pouted Ruby. "I want three different choices!"

"Rules are rules Ruby," said Weiss. "So, Date-Marry-Kill?"

"Well I'm certainly going to kill Torchwick, so...I'd marry Ozpin and date Port."

"Oh man," said Yang. "The site of you dating Port is just..."

Yang started laughing so hard she could hardly breathe, causing Ruby to throw a pillow into her face.

"Okay Ruby," said Weiss, "your turn to pick."

"How about you Penny?" asked Ruby.

"But the only people I really know about are you four," said Penny.

"Then let's go with that. Between me, Weiss, and Yang, Date-Marry-Kill?"

"Now this is interesting!" said Yang. "So who do you pick Penny?"

"Um..." Penny looked down and was thinking really hard on who to choose. She was quiet for nearly a minute.

"C'mon Penny, who do you pick?" said Yang.

"...okay, I've thought it through," said Penny. "Now, you said this is hypothetical right?"

"Of course!" said Yang, starting to get a bit impatient. "So who do you Date-Marry-Kill?"

"I would date Yang, marry Weiss, and kill Ruby."

An awkward silence fell in the room. The team was expecting Penny to either date or marry Ruby because of their friendship, so it was quite a shock to them to see Penny pick the one choice they thought she'd never choose.

"You'd...kill me?" asked Ruby.

"Only hypothetically," said Penny.

"Why exactly?"

"Well, I would marry Weiss because her vast fortune would provide a stable future for our lives. I would date Yang because she's a very outgoing person and would likely provide the most fun experience I can have for one day. So that would just leave you to be killed."

"I think you thought about this a little too hard Penny," remarked Yang.

"So who's next?" asked Penny.

"You know what, I think that's enough games for tonight," said Ruby. "Let's all try to get some sleep."

The team agreed and went to their beds, while Penny went into a spare sleeping bag and slept on the floor between the beds. The rest of the team quickly went to sleep except for Ruby, who was still bothered by Penny's choice in killing her. She couldn't tell if Penny made that choice because of her android nature of using logical calculations, or because Penny was secretly starting to doubt how good of a friend Ruby was. Was Ruby really being a bad friend to Penny?

This train of thought kept Ruby up nearly the whole night.

#

Torchwick smiled at the sight of the Atlesian Paladins lined up in his warehouse.

"I have to say Gainsboro," said Torchwick, "you sure know how to get a job done."

"Glad to have been of-," said Gainsboro, before suddenly breaking into a coughing fit and clutching his chest.

"You okay?"

"I'm fine!"

Gainsboro reached into his back pocket and pulled out some medication, swallowing two pills as quickly as possible.

"My damn heart is giving me issues again. This body doesn't hold up as well as my brain unfortunately."

"Sorry to hear that. Well, unless the boss has any more plans, I guess this is where we part ways again."

"Not quite. There was one more thing that Cinder promised me."

"Oh?" said Torchwick, tightening his grip around his cane, not happy with where this conversation was going. "And what was that?"

"I get to keep one of the Paladins for myself."

"Oh," replied Torchwick, loosening his grip. "I guess we can give you at least one, but what would someone like you need one of those for?"

"I may have gotten back at Ironwood, but there's still one person out there I have a personal grudge against, and before this body shuts down for good, I'm going to get my revenge."


	2. Chapter 2

After taking nearly all night to get to sleep, Ruby woke up to the sounds of her teammates trying to wake her up.

"Ruby, wake up!" said Weiss. Ruby moaned and opened her eyes, noticing her teammates were already dressed.

"What's going on?" asked Ruby. "Why is everyone dressed already?"

"We've got a problem on our hands."

"Can it wait until I get more sleep?"

"It's the White Fang," said Blake. Hearing those words caused Ruby to suddenly get up and jump out of bed.

Blake raised the volume on her scroll and played the news report that aired earlier that morning.

"Several of the Atlesian Military's armed goods were stolen late last night. According to accounts from Atlesian soldiers on duty of transporting the goods from Atlas to Vale, there were ambushed by members of the White Fang, who took off with the goods to an unknown location. We reached to General Ironwood for his comments on the situation."

"I have had many wannabe thieves come after me," said Ironwood, "and they all have felt my wrath. This will be no different. I assure everyone that our goods will be recovered in a timely fashion."

"The VPD has not yet commented if this robbery is related to the string of dust robberies that have taken place over the past several months. We'll continue to update this story as more information comes in."

Blake put away her scroll and started to head out the door.

"And where do you think you're going?" asked Weiss.

"What do you think?" said Blake. "If the White Fang are involved, I need to go out there and put a stop to them."

"And how are you going to do that?"

"Well we need to do something! Remember when Torchwick robbed the dust vaults? You didn't just sit back and do nothing!"

"Except I had a plan and it didn't involve getting myself killed! You have no idea where they are, and even if you did, they have some of Atlas' strongest weapons. Even if all of us decided to go and confront them, we would not stand a chance!"

"Maybe the four of us can't," said Yang, "but we've got a secret weapon of our own."

"You do?" asked Penny. "What is it?"

Everyone else in the room turned to Penny. Penny looked at everyone staring at her and was confused as to why they had suddenly turned to her.

"I know what you're thinking Yang," said Ruby, "and the answer is no."

"But Ruby-"

"No! I am not getting Penny involved in this!"

"Wait," said Penny. "I'm the secret weapon?"

"No you're not."

"But she can be a big help!" said Yang. "We've seen how powerful she was before."

"I have no doubt Penny could help us," said Ruby, "but I don't-"

"But what if I want to help?" interrupted Penny.

"You want to help?" asked Ruby.

"Of course! Friends are supposed to help each other right? And I want to help!"

"You heard the lady!" said Yang. "With Penny's help I say the odds just fell in our favor!"

"Penny, are you really sure you want to do this?" asked Ruby.

"I'm positive Ruby," said Penny.

"Thank you Penny," said Blake. "I appreciate your help."

"Okay, so now we might have a better chance," said Weiss. "We still don't know where exactly they're hiding."

"Leave it to me," said Yang. "I know a guy who has ties with Torchwick. He should know where he's located."

"So we have one possible lead. Better than nothing I suppose."

"May I suggest a plan?" asked Penny.

"You have a plan?" asked Weiss.

"Well, the report said they stole trucks containing his weapons. What if we had a truck full of weapons and then wait for them to steal that truck? Then we could just follow that to their hideout."

Team RWBY thought over what Penny suggested, all nodding at Penny's idea.

"That's...actually not a bad idea," said Weiss.

"Even better," said Ruby. "We could hide in the truck ourselves and ambush them when they least suspect it!"

"Sounds like a plan to me!" said Yang.

"Okay then, we'll split into two teams. Penny, Weiss, and I will try Penny's idea, while Blake will go with Yang to find information. That cool with everybody?"

Everyone responded with a thumbs up of approval. Everyone headed off to do what they needed to do for tonight, while Ruby crawled back into bed to get back some of that precious sleep she lost. Just before she can get to sleep, somebody was nudging her to wake back up. Ruby opened her eyes and saw Penny.

"Ruby, I need to ask you something."

"What now?"

"This military and Ironwood; are they the company that made me?"

Realizing Ruby was going to have to reveal more of the truth, she got out of bed and sat on Weiss' bed with Penny.

"If you really need to know, yes. From what I understand, Ironwood is pretty much the man behind all the weapons and androids on Atlas, including you."

"So was he the one who tried to use me for bad purposes?"

"No. I don't know what he had planned for you, but it wasn't him that tried to make you do bad things. There was this professor named Gainsboro who worked for Ironwood who tried using androids like you for his own evil purposes."

"Then was Gainsboro the one responsible for my lost memories?"

"Uh..."

Ruby didn't quite know how to respond at first. Technically it was Nick's fault for pushing Penny to her limits; but it was Gainsboro who ordered Nick to kill Penny; but if Penny didn't feel that she needed to sacrifice herself to save Ruby's life...

"Yes," Ruby decided to respond. "He was the one responsible. But he's long gone now, so we don't need to worry about him."

"Okay. Thank you Ruby."

Penny got up and was going to leave when Ruby suddenly got up and grabbed Penny's hand.

"Penny, if you're really going to try and help us, please be careful okay? I don't want to see you get hurt out there."

"I'll be fine Ruby. See you tonight."

#

With the acquisition of their new arsenal, Roman and the White Fang were making preparations to move their new weapons to another location as ordered by Cinder. Despite having his mech and no other obligations, Gainsboro had decided to stick around in case the boss suddenly demanded more.

As Torchwick was overlooking the move, he suddenly got a call on his scroll. It was from one of the White Fang henchmen out on patrol.

"What's going on?"

"Sir, we believe we spotted another one of Ironwood's secret trucks in the city."

"That's impossible. We already got all the trucks that were coming in."

"This one looks pretty identical sir."

"Hold on." Torchwick put down his scroll and turned to Gainsboro. "Gainsboro, was Ironwood planning on bringing multiple trucks over time?"

"No," replied Gainsboro. "From what I gathered his plan was to do it all in one night."

"So there shouldn't be any more trucks of his out there, right?"

"Unless he suddenly changed his plans or planted some kind of trap, he's not importing any more of his weapons."

Torchwick went back on his scroll. "It shouldn't be one of Ironwood's, but steal it just in case. If it's worthless junk we'll just sell it off the black market. Just be extra careful of any traps."

"Understood sir," replied the henchman.

Once the truck came to a red light, the White Fang instantly appeared and knocked out the driver. They opened the back to see if it was Ironwood's weapons, and it turned out to be a bunch of other miscellaneous equipment instead. They shut the back as one driver got in the truck and headed back to their base, not realizing that hiding amongst the junk was Team RWP.

"So far so good," said Ruby. "They don't suspect a thing."

"But they will once we get to their base," said Weiss. "So we have to get ready to assault them the moment they open up the back."

About half an hour later, the truck arrived at Torchwick's base.

"So, anything good?" asked Torchwick.

"Just a bunch of junk," replied one of the soldiers.

"Figures. Open it up anyway and transport it with the rest of the haul if we have any room."

The soldiers went to the back of the truck and opened the door, where they were suddenly greeted by Ruby positioning her scythe behind Weiss' glyphs. Before they can react, they were blasted back by Ruby's bullets and were covered in ice. Upon hearing shots fired, Torchwick and Gainsboro turned to see three huntresses jump out of the truck and ready to fight. Upon noticing the one in the red hood, they knew it was the same huntresses from their previous endeavors.

"Why?" yelled Torchwick. "Why can I not get anything done without you huntresses showing up to ruin everything?"

"We've still got a score to settle Torchwick!" said Ruby, pointing her scythe at Torchwick.

"Can we do this another time? You just caught me in the middle of moving-"

Ruby fired a shot that went off near Torchwick's feet, causing him to flinch back and nearly trip himself.

"That one really has a grudge against you," said Gainsboro. "Speaking of grudges..."

Gainsboro turned his attention to the orange haired girl standing behind Ruby.

"Hello Model-001. I could have sworn you were dismantled!"

"Hello Professor Gainsboro," replied Penny, having disdain in her voice from having to meet the man responsible for her lost memories. "I don't remember much about you, but from what I've heard, you're not a very nice man."

"A bit of memory loss I see. Perhaps a sign of you breaking down and becoming obsolete?"

"Hardly," replied Penny, taking out her swords and having them hover behind her. "I'm as combat ready as ever!"

"That's good," said Gainsboro, pulling out his scroll and typing in some kind of code. "Because you'll need to be for this."

As soon as Gainsboro finished typing, some of the Atlesian Knights amongst Ironwood's collection began to wake up. They had burst out of the cargo holdings and ran over to the three huntresses along with the other White Fang soldiers. The White Fang took out their rifles as the knights converted their arms into machine guns. With the huntresses surrounded, Gainsboro and Torchwick backed away from the impending fight about to happen.

"So how should we do this?" asked Penny.

"We split up and take out as much as we can," said Ruby. "Weiss, mind giving us a head start?"

"Can do," said Weiss, forming a yellow time glyph underneath all three of them.

Just as all the soldiers began firing, Team RWP suddenly ran towards them at near lightning speed. Ruby then used her semblance to swing her scythe at such amazing speed that it was impossible for any bullets to hit her. She first went after the knights and began slicing through them with ease. With all of the knights on her side down, she focused on taking out the White Fang soldiers. Weiss used her glyphs to protect herself from any attacks, and quickly disarmed any soldier that got near her. Once they were all disarmed, she plunged Myrtenaster to the ground and created an icy floor that caused all of them to slip. With the knights finding it impossible to stand up, Weiss quickly impaled every one she came across to take them out. Penny was using her swords to take out every soldier in her sights one by one.

While Team RWP were taking out everyone in their way, Torchwick was gripping his cane and wanted to break it into two, while Gainsboro remained calm and continued to observe the fight.

"I don't know how you can stay so calm when we've got three teenage huntresses taking out our men."

"That's because our backup will be arriving shortly."

"What backup?"

Gainsboro turned to Torchwick and smirked. "You'll see soon enough."

#

Blake and Yang arrived at the club in downtown Vale. It was a club that Yang liked to frequent to get information she needed, although most of the time she never actually got information and ended most of her visits violently.

"Are you sure this guy will know where Torchwick is?" asked Blake.

"Trust me," said Yang. "This guy knows a lot about the criminal underground, and if he doesn't, at least we can get a drink while we're here."

"This is serious Yang!" replied Blake, not in the mood to be joking when the White Fang was involved.

"Relax Blake. All that frustration is bad for your health."

The duo opened up the front door and walked down the long hallway. After the pair went through the second set of doors, they were now in the nightclub, which thankfully was nearly empty tonight. Upon entering the club, the men in suits instantly recognized Yang and immediately ran up to her with their guns pointed out. Blake in response grabbed her Gambol Shroud and was ready to fight, but Yang signaled for her to put it away.

"Fellas!" greeted Yang, as if oblivious to the cold reception. "Long time no see. What's up?"

All of the men kept their guns pointed at Yang until the club owner suddenly walked through the crowd to greet Yang.

"Hello blondie," said Junior as his men were starting to back off. "I assume you came here for information. Again."

"You know it!" said Yang.

"Just promise me to not cause another scene like you did last time," said Junior.

"Huntress' honor," said Yang, holding her right hand up as a sign of goodwill. "But before we get to talking, how about that strawberry sunrise I wanted?"

Junior led them over to the bar. As the two walked over to the bar, the twins who worked for Junior were looking on from the other side of the club.

"Isn't that the girl we fought with the ten-year-old looking kid?" asked Melanie.

"She was lucky that last time," said Miltia. "I bet if she didn't have the loudmouth we can take her."

"Totally. No way ugly can fight on her own."

Upon overhearing them from a distance, Blake grabbed her sword and pointed it towards the twins. The twins were suddenly worried that Blake was actually going to fight them until Yang grabbed Blake by the arm.

"Easy there Blake. They're not worth it."

Blake sheathed her sword and ignored the rest of the twins' insults. Yang and Blake sat at the bar while Junior went to make Yang's drink, while Blake simply took a glass of water. Junior served Yang's drink and even included the little umbrella Yang always liked to see.

"So what do you need to know this time?" asked Junior.

"Roman Torchwick," said Yang before taking a sip of her drink. Upon hearing that name, Junior sighed and covered his eyes.

"What about him?" asked Junior, suddenly agitated at the mention of his name.

"Hey now, what's with the attitude Junior?"

"Whatever you need to know about him, I don't know."

"What do you mean you don't know? Aren't you in league with the guy?"

"Used to be. Then he goes and gets most of my men, WHO ARE COMPLETELY USELESS BY THE WAY..."

Junior made sure to yell that part out loud to all the suits, who were mortified of Junior bringing up their past failures.

"...either beat up or arrested. I cut off all ties with him and never heard from him again. Considering he's working with those whackjobs in the White Fang now, I say good riddance."

"Why is the White Fang working for him?" asked Blake.

"How should I know? Maybe criminals just like hanging out with other criminals."

"Okay then," said Yang, "what about his latest crime?"

"You mean that hijacking of Ironwood's crap? Pretty surprised he was able to pull that off."

"Do you know where he happened to take that crap?"

"What part of 'cut all ties' did you not understand? I have no idea what he's doing now nor what he's going to do in the future. I don't know, okay? I. DON'T. KNOW!"

"Guess that's it then," said Yang, finishing the rest of her drink. "Let's get out of here."

As soon as Yang and Blake got up to leave, Junior grabbed a bottle of scotch and started pouring shots for himself.

"You work with a guy once or twice and suddenly everybody thinks you've got close connections. Why is everyone suddenly asking me about the guy?"

Overhearing what Junior was saying, Blake stopped and turned around, walking back to the bar. Yang noticed Blake suddenly heading back and followed her.

"What did you say?" asked Blake.

"Huh?" replied Junior.

"What did you mean by everyone asking you about Torchwick?"

"What does it matter to you? I don't know what he's up to!"

"Yeah Blake," said Yang. "This is a total dead end. Let's go."

"No, think about it," said Blake. "It'd be one thing if he was complaining about US asking about Torchwick, but he said everyone."

It took Yang a few moments to realize what Blake had stumbled upon.

"I get it," said Yang. "We're not the only ones looking for him! All right Junior, spit it out! Who came in asking for Torchwick?"

"That's none of your business," said Junior.

"Either you tell us who was asking for Torchwick..." Yang held out her hand with her palm up and pantomimed grabbing a hold of something. "...or your Juniors are going to get a visit from Auntie Yang again!"

Seeing Yang threaten Junior, the twins approached the duo ready to fight, until Blake suddenly turned to them grabbing her Gambol Shroud. The twins decided to reconsider and backed away.

"Wait!" yelled Junior. "I'll talk! Just please don't do THAT again!"

"Then give us a name!" demanded Yang.

"I forgot the kid's name, but it was that robot who worked for him before; the blonde one with the crew cut?"

"You mean Nick?"

"Yeah, him! He said he wanted to find Torchwick but I couldn't help him."

"Why did he need to find Torchwick?" asked Blake.

"I don't know! He left as soon as I told him the same thing I told you."

"Did he tell you where he was going?" asked Yang.

"Oh yeah. He said he was heading for the OF COURSE HE DIDN'T!"

"All right, we get it!" said Yang. "No need to blow a gasket Junior."

"I've told you everything I possibly know. Now kindly get out of my establishment."

Yang and Blake quickly headed for the exit. If Nick was now going to be involved, this situation was going to get a lot more serious.

#

Once all of the soldiers were dealt with, Team RWP regrouped together. Torchwick was so mad at everyone getting defeated he wanted to break his cane in two.

"THESE are supposed to be Ironwood's strongest weapons?" asked Torchwick.

"Oh, those things?" said Gainsboro, typing away on his scroll. "Those were just the older models. Now we get to the good ones."

After Gainsboro finished typing, more Atlesian Knights suddenly appeared, only this time they were in white and black and carried rifles of their own. Nine of them came out of their holdings and stood in a row in front of Team RWP.

"Meet the AK-200s," said Gainsboro. "A lot more robust in combat than those inferior AK-130s."

"Well then why didn't you use them in the first place?" yelled Torchwick.

"Why waste the better models first?" replied Gainsboro.

"All right team, second verse, same as the first," said Ruby.

Weiss formed another yellow time glyph underneath all three of them. Using the glyph, they charged at the army of knights. Ruby extended her Crescent Rose and took one big swing, hoping to slice multiple knights in half. Instead the blade of the scythe stopped the moment it hit only one of the knights, barely being able to cut through its metal exterior. Weiss had tried to plunge her Myrtenaster into one and could hardly make a dent, while Penny's swords simply bounced off them. The knights turned their arms into blades and began swinging at the huntresses. With their weapons basically useless against these knights, Team RWP went on the defensive, trying to avoid the knights' attacks.

With their first plan backfiring, the team regrouped in order to come up with a new strategy.

"Now what do we do?" asked Weiss. "Our attacks are useless against them."

"Maybe for the two of us," said Ruby, "but not for Penny."

"What can I do?" said Penny.

"Penny, do you remember how to do that big laser attack?"

"I think so."

Ruby retracted Crescent Rose and attached it to her back. "Then time for operation nine-in-a-row!"

"Nine in a row?" said Weiss.

Before she can ask Ruby what she was talking about, Ruby suddenly ran at full speed past the knights. All the knights turned their attention to Ruby, pulled out their rifles and started firing at Ruby. Ruby continued to use her speed semblance to avoid the hail of gunfire and continue to distract the knights. That's when Weiss began to understand what Ruby was talking about when she mentioned operation nine-in-a-row.

"Penny, get into position and get ready to attack when we give the signal!"

"Okay!" said Penny, backing away from the fight.

While Team RWP was putting their plan into action, Torchwick was still waiting impatiently for Gainsboro's backup to show up.

"You know, now would be a good time for that backup to come out and help us!"

"Don't you younger generations know anything about patience?"

As the soldiers continued to focus on trying to fire at Ruby, Weiss switched to her light blue dust and created an ice wall behind them. Once the ice wall was in place, Ruby suddenly stopped running and charged straight at the knights. Ruby ran past the knights and jumped over the ice wall. The soldiers turned to where Ruby was running only to notice a giant ice wall in the way. They pulled out their blades to chip away at the ice wall, only for Weiss to suddenly create a second one behind them. They turned to see that they were now trapped between two ice walls, all lined up in a row. As the robots realized they were being trapped and started to run, Weiss quickly concentrated her aura and created a series of black glyphs underneath the feet of all the knights, trapping them in position.

"They're all in a row!" said Weiss.

"Now Penny!" yelled Ruby.

As Penny was gathering the energy to unleash her strongest attack, Ruby used her speed to grab Weiss and get her out of Penny's way. Once Weiss and Ruby were in the clear, Penny fired her laser beam at the knights. The beam cut through the knights and blasted them all to pieces, putting an end to the fight.

Torchwick was beginning to nervously sweat from seeing Ironwood's soldiers being obliterated to pieces. Gainsboro on the other hand just stood there and didn't react, as if he was expecting all of this to happen. With no one left to help Torchwick, Team RWP gathered in front of the two criminal masterminds.

"You lose again Torchwick!" said Ruby, taking out Crescent Rose and pointing it at Torchwick. "Now it's time for you two to surrender!"

"It's not over yet!" yelled Torchwick, pointing his cane at Ruby. "Just because I don't have any more men to fight for me doesn't mean I can't fight on my own!"

Gainsboro suddenly laughed at Torchwick's comment, which caused everyone else to be confused.

"Why are you laughing old man?" asked Torchwick.

"Please Roman," said Gainsboro. "You really think you stand a chance fighting against these three?"

"I hate to say it, but he's right," said Ruby. "So drop the macho act and give up."

"Never!" said Torchwick. "I am not going to lie down and surrender like this old man!"

"Whoever said I was surrendering Torchwick?" asked Gainsboro.

Torchwick had now lost all patience with Gainsboro and grabbed him by the collar.

"I'm getting really sick of your nonsense you wrinkled piece of garbage!" said Torchwick. "Answer the question! Do you want us to fight, or do you want us to surrender?"

"Torchwick, we don't need to fight nor surrender!" said Gainsboro. "We've already won."

"What do you mean you've already won?" replied Ruby.

"Have you gone senile old man?" asked Torchwick, starting to shake Gainsboro to knock some sense into him. "Now is not the time to be bluffing, especially when your so called help hasn't even shown up!"

"That's where you're wrong," said Gainsboro, removing Torchwick's arms from his collar. "See, our help was here the whole time. They just needed the right moment to make their move, which should be happening...now!"

Ruby quickly looked around to see who would come out to help them, but nobody appeared. It seems Gainsboro really had gone senile. With no one coming out to help, Ruby pointed her gun back at the criminal duo.

"Very funny," said Ruby sarcastically. "Now surrender or else-"

"Ruby!" screamed Weiss, suddenly sounding as if she was scared. Ruby turned around to see what caused Weiss to sound scared. At first Ruby couldn't understand what she was seeing. She blinked a couple of times in case her vision was suddenly playing tricks on her.

Weiss had dropped her weapon and had her arms raised in the air, shaking in fear at the two swords placed on her neck, as well as the other swords surrounding her, preventing her from making any kind of escape.

But the more shocking image was of the person holding those swords against Weiss.

"Ruby," said Penny, pressing the blades gently at the side of Weiss' throat. "Drop your weapon or Weiss dies."


	3. Chapter 3

"Penny?" said Ruby. "What...what are you doing?"

"Helping me of course," said Gainsboro.

"But...why? Why would you help Gainsboro?"

"Enough questions," said Penny. "Drop your weapon!"

"Penny-"

"Ruby!" shouted Weiss, shaking at the swords being pressed slightly harder to her neck. "Just do what she says!"

Ruby couldn't comprehend what was going on. The only thing she can do was drop Crescent Rose in order to protect Weiss. She laid her weapon down softly and raised her hands in the air.

"Okay Penny, I dropped my weapon. Now let Weiss go!"

Penny retracted the swords surrounding Weiss and removed the ones in her hands from Weiss' throat. Weiss breathed a sigh of relief before suddenly getting struck in the back of her head by the handle of Penny's sword, knocking her unconscious.

"Weiss!" shouted Ruby, running over to check on Weiss. Penny walked away, not even making eye contact with Ruby. While Ruby was checking on Weiss, she reached for Weiss' scroll and activated it's emergency signal. Hopefully the others would be able to pick it up on time.

While all of this was happening, Torchwick was baffled by Penny suddenly joining their side.

"But...she...they..." Torchwick tried to say.

"All according to my brilliant plan!" said Gainsboro. "But of course, I couldn't have pulled it off without my favorite android! I'm proud of you Penny!"

"Thank you Professor Gainsboro," said Penny.

"Wait a minute," said Torchwick. "You expected her to show up? Then why did you let them destroy those androids?"

"That was for personal payback against Ironwood," explained Gainsboro. "Sorry it had to come at your expense, but then again, that was for trying to screw me in our last endeavor, so I'd say we're even now."

"Try explaining that to the boss! I doubt Cinder is going to be happy that you-"

"She knew about this beforehand."

"Of course she does," sighed Torchwick, throwing his hands up in defeat.

Meanwhile, Penny turned back to Ruby and saw her taking back her weapon. There was still one more task that needed to be completed.

"Professor, I think it's time you and Mr. Torchwick got out of here."

"Oh right, the huntresses," remarked Gainsboro. "I'm sure they'll be no problem for you. Let's go Torchwick."

Torchwick and Gainsboro left with their stolen cargo, leaving just Ruby and Penny in the warehouse along with an unconscious Weiss. Ruby couldn't comprehend anything right now, least of all her emotions.

"Why?" asked Ruby. "Why are you doing this Penny? Why are you siding with the man who tried to destroy you?"

"Why?" responded Penny. "WHY? Let me ask you a question Ruby; why do you continue to pretend like you care?"

"Pretend like I care? What are you talking about?"

"I know you don't care about me! You never cared about me!"

Ruby was nearly at a loss for words. She couldn't understand why Penny was suddenly accusing her of all this.

"Penny, I do care about you! I've always cared about you!"

"That's right, keep lying. Keep putting up this false image of you being my 'best friend.' Guess what Ruby; I remember."

"Remember what?"

"The night you broke my heart. The night you made me feel like I was nothing!"

"You don't mean..."

"When you rejected my feelings for you!"

Ruby was stunned. Penny had remembered the night of their date. They spent the night at a carnival and towards the end, Penny had confessed she was in love with Ruby, and Ruby had to explain how they couldn't have that kind of relationship due to Penny being an android. It was the night Ruby and Penny's friendship was nearly torn apart for good. It was the night Ruby wish she could just erase for good.

"I was in love with you Ruby Rose. I wanted to be with you forever. I poured my heart out to you, and how did you respond?"

"I...I said it couldn't happen," admitted Ruby. "I said we couldn't-"

"You laughed," interrupted Penny.

"What?"

"You laughed! You called me names! You made me feel like an idiot!"

Ruby was already confused as to how Penny suddenly remembered their date, but was now even more confused as to Penny's accusations.

"Penny, I did no such thing!"

"Are you saying you didn't reject me?"

"No! I mean, yes, but...Penny, I would never call you names or make you feel bad on purpose!"

"Liar! That's exactly what you did Ruby, and you continue to lie about it even now!"

"Penny, where are you getting this from? None of that ever happened! Did your memory malfunction all of a sudden?"

"It didn't malfunction. It was restored."

"Restored? How?"

"All thanks to Professor Gainsboro. He restored my memories."

Now it was beginning to make sense, at least somewhat. Ruby didn't how Gainsboro "restored" Penny's memories, but now at least she knew why Penny was suddenly on his side and why her memories were different from the actual events.

"Penny, Gainsboro is lying! Whatever memories he gave you are wrong!"

"You know, I suspected he was lying. How can someone as nice as you possibly be as horrible as the memories portray you being? But then you proved just how much of a liar you really were."

"What are you talking about? When I have ever lied to you?"

"When you refused to tell me why I lost my memories!"

That feeling of guilt came rushing back into Ruby. No matter how many times Penny asked, Ruby always denied, always changed the subject about Penny's past. Ruby had tried to bury to past so the both of them can move on and be happy, and now Ruby was going to suffer the consequences.

"Now it all makes sense! You didn't want me to remember how you treated me as nothing more than a toy, just because I'm not a real human girl! I'm not some toy whose feelings you can manipulate Ruby Rose! I am Penny, and I...I am real!"

Penny brought out her swords and sent them flying towards Ruby. Ruby used Crescent Rose to shoot herself out of the way of the oncoming blades. Using the strings attached to the swords, Penny guided them to where Ruby was trying to run. Ruby used her semblance to stay ahead of the swords while trying to figure out what to do.

_"If I don't stop Penny now, Weiss and I are going to get hurt or worse...but I can't bring myself to hurt Penny! Blake, Yang, please get here soon!"_

With Ruby constantly outrunning the swords, Penny retracted the swords and kept two of them in her hands, then ran after Ruby herself. Penny got in front of Ruby ready to strike which forced Ruby to suddenly stop in her tracks. Penny thrust her right sword towards Ruby, which Ruby blocked by swinging her scythe. Penny lunged with other sword but Ruby quickly knocked that away as well. That's all Ruby tried to do as Penny kept going on the offensive.

"Why are you suddenly afraid to fight back?" asked Penny.

"Because I'm not what you think I am!" said Ruby. "Penny, I'm sorry for not telling you the truth! I just-"

"Stop lying!" shouted Penny before swinging for Ruby's head. Ruby ducked and ricocheted away from Penny. Penny was furious that Ruby continued to keep up the innocence act by not trying to hurt Penny.

"Show me your true colors Ruby! Show me that lying, manipulative coward I know you to be!"

"Penny, what do I have to do to convince you I'm telling the truth?" Ruby was on the verge of tears, both out of sadness and frustration. "I'm sorry, okay? I'm sorry for trying to keep your past a secret! I'm sorry for all the times you felt I hurt you! Now can we please just stop this?"

"Still lying," replied Penny, not buying Ruby's tears for a moment. "Very well. Maybe I'll have to force it out of you."

Before Ruby can ask what Penny was planning to do, Penny turned back to where Weiss still laid unconscious. Ruby freaked out thinking what Penny was about to do.

"Don't you dare," muttered Ruby. Penny smiled, then turned around and ran after Weiss. Blinded with rage at the thought of Penny hurting Weiss, Ruby used her semblance to get in front of Penny just moments before Penny reached Weiss and swung Crescent Rose, giving Penny no time to defend herself. The blade pierced Penny into the top of her chest and came out through the other end, leaving a giant gashing hole in her body. Realizing what she suddenly did, Ruby's body began to shake. Ruby thought she was going to have a panic attack. Penny on the other land chuckled at her predicament.

"I knew you couldn't resist," said Penny before kicking Ruby away. Ruby was so shaken up that she lost her grip on Crescent Rose and fell back. Penny grabbed Crescent Rose and tossed it far behind her, too far for Ruby to just run over and grab again.

As Ruby tried to stand back up, Penny suddenly tackled her back to the ground. Penny mounted on top of Ruby and grabbed Ruby by the throat with both her hands. Ruby looked up and saw Penny give off a terrifying glare that can only be described as pure rage while choking the life out of Ruby. Ruby tried to pull Penny's hands off, but was too weak to break Penny's grip. Ruby can feel her body desperately calling for air while inside her mind she was desperately praying to not die here and now.

Before Penny can choke Ruby to death, a sword suddenly came flying in and slashed Penny across the arms, causing her to break her grip on Ruby. Ruby took in a deep breath and started breaking into a coughing fit. Penny stood up and looked over to where the sword came from. Standing by the entrance of the warehouse was Nick, swords floating behind him ready to strike at a moment's notice.

"Long time no see Nick," said Penny, her voice trembling with rage at the sight of Nick.

"You remember me Penny?" asked Nick.

"I remember you all right; you treated me even worse than Ruby!"

"I query as to what exactly I did to warrant such a response."

"Don't play dumb with me! You know exactly what you tried to do to me and the professor!"

Before Penny can explain further, they heard the sounds of a motorcycle approaching nearby. Knowing the others were coming as well, Penny quickly ran away. Instead of going after Penny, Nick decided to check on Ruby and Weiss as Blake and Yang arrived at the scene. Seeing Ruby hurt, Yang immediately ran over to Ruby while Blake tended to Weiss.

"Ruby, are you okay? What happened?"

"Gainsboro...Penny..." said Ruby before coughing some more. Yang looked around and noticed Penny was gone. Enraged at seeing Ruby hurt, Yang turned to Nick and grabbed him by the jacket.

"You! Start explaining!"

"I arrived here exactly one minute before you did," said Nick. "In that time Penny was attacking Ruby and I stepped in."

"What the hell do you mean Penny was attacking Ruby?" yelled Yang.

"Yang," said Weiss, who was starting to come around. "Penny is working for Gainsboro."

Ruby nodded in response. Blake and Yang were just as shocked and confused as Ruby was when she first found out.

"I query we should relocate to a more convenient location before explaining our predicaments," said Nick. The others agreed and decided to head back to their dorm.

#

After Penny ran away from Nick and the others, she called Gainsboro to find the new location that Cinder ordered Torchwick to move to. Torchwick and Gainsboro were continuing to overlook the haul when Penny arrived. Gainsboro noticed the gash in Penny's body and ran up to her.

"Penny, are you okay?" said Gainsboro, sounding genuinely worried for Penny. "What happened?"

"I'm sorry professor," said Penny. "I was going to eliminate those huntresses like you wanted me to until Nick suddenly showed up."

"Nick showed up?"

"Yes. I wanted to fight him and the others so badly, but I knew I wasn't ready to face him so I ran away. I hope you're not mad professor."

"Oh Penny, I can never get mad at you. You know that."

"But I know how much you hate Nick, especially after he tried to kill you."

"Okay, back up for one moment," said Torchwick. "Can someone explain what's going on?"

"That's right," said Penny, "you don't know the full story Mr. Torchwick. I'll explain."

#

_Nick is an android just like me, so in a way him and I are siblings. He's nothing like me though. I was created with emotions and feelings, while Nick was born as a cold, heartless machine. Even though he wasn't built the same way I was, I always tried to get him to open up, but he always rejected my advances. Nick hated me. At first I tried to not let it get to me, assuming Nick was built to act this way. But overtime as I tried to express my thoughts and feelings to him, he would start to call me names and thought I was acting ridiculous. He even began accusing Gainsboro of favoring me over him, even though Gainsboro had loved both of us equally. The breaking point between Nick and I came when I fell in love with a huntress named Ruby Rose._

_I met Ruby during one of my trips to the city. Eventually we became good friends. In fact, we were such good friends that I began to develop feelings for her. Of course Nick thought I was being stupid, but I ignored him. One day I decided to take Ruby out on a date so I can tell her just how I really felt. I was hoping Ruby felt the same way about me, and if she didn't, I can at least take comfort in that I expressed my love. Towards the end of our date when we were alone, I told her..._

"You're...you're a really good friend."

"Well thank you Penny. You're a really good friend too."

"Actually, you're more than a good friend. You're my best friend. I couldn't ask for a better friend than you..." Penny grabbed Ruby's hand and looked into Ruby's silver eyes. "Which is why I have to tell you this. Ruby Rose...I love you. You make me feel more happy than anything in the world, and I...I wish to spend the rest of my life with you."

"Penny, I..." Ruby looked to be at a loss for words. "I don't know what to say."

"Just tell me how you feel. I'll understand if you don't feel the same way."

"I...I..."

Ruby suddenly began to snort, then suddenly burst out laughing. Penny was perplexed by Ruby's reaction.

"Ruby?" asked Penny. "Why are you laughing?"

"Come on Penny," said Ruby. "You in love with me? Are you serious?"

"I'm completely serious!" said Penny. "Ruby, you...you think this is some kind of joke?"

"You bet I do! You think you..." Ruby couldn't finish speaking from laughing so hard. Penny was starting to feel hurt by Ruby's laughter.

"Ruby, this isn't funny!" yelled Penny. "I am in love with you! Why are you laughing?"

"Because you actually think I'd feel the same way about you! Penny, I don't know if you suddenly forgot, but you're a robot, remember? You don't have 'actual' feelings; you're just a glorified walking, talking computer!"

"How...how can you say that about me?"

"Because it's the truth you bucket of bolts!"

_I was devastated. Not only had Ruby rejected me, she was openly mocking me. That's when I fell to my knees and had the overwhelming urge to cry, which just gave Ruby more fuel to the fire._

"What are you going to do, cry?" said Ruby. "Oh wait, you can't! Because you're not a real girl!"

"Why?" screamed Penny. "Why are you doing this to me Ruby? I thought we were friends!"

"We're not friends, Penny. Friends are made of flesh and bone. You're a robot built for others amusement, and quite frankly, I've grown tired of you. Speaking of, here..."

Ruby suddenly pulled out the doll Penny had won for her at the carnival and tossed it to the floor in front of Penny.

"You can keep that ugly doll. I'm too old to be playing with toys anyway."

_And just like that, she turned and walked away. Words couldn't express just how heartbroken I was. I didn't just feel sad; I wanted to die. When I came back home after my date, Nick was there waiting to rub it in._

"So how did your date go?" asked Nick.

"I don't want to talk about it," moaned Penny. Sensing Penny was stressed, Gainsboro came over to check on her.

"Penny, are you okay?" asked Gainsboro. "What happened?"

"I don't want to talk about it!"

"I bet I know what happened!" boasted Nick. "You got dumped!"

"Shut up!" yelled Penny, not in the mood to hear Nick make her feel worse.

"That's enough Nick!" said Gainsboro. "Penny, you don't have to explain what happened, but if ever feel you need to, I'm all ears."

"I know," said Penny, hugging Gainsboro. "Thank you Professor."

"I have to go work on other projects now. I want the both of you to shut down for the night."

"Good night Professor."

"Night prof!" said Nick dismissively. After Gainsboro left, Nick began to pry into Penny's date. "So, did Ruby dump you before or after you confessed your love?"

"Quit it Nick, or I'll tell the professor!"

"Oh here we go with the whole running to the professor bit! Why can't you answer just one simple question?"

"Because I don't want to! I'm very upset, okay? Can't you understand that? I just want to be left alone!"

"I query you already got left alone!" said Nick, laughing at his own joke. Penny was so angry at Nick she slapped him in the face. Suddenly Nick was no longer in a laughing mood. He grabbed Penny by the collar and held her up against the wall.

"That wasn't a smart thing to do you hunk of junk!" said Nick.

"Let me go Nick!" screamed Penny. As Penny was struggling to break free, Nick noticed something sticking out of her pocket. Nick reached into her pocket and pulled out the doll that looked like her.

"What's this thing?" asked Nick.

"Give that back!" said Penny. "It's mine!"

"Looks even uglier than you, which I didn't think was possible."

"GIVE IT BACK!" screamed Penny at the top of her lungs. After hearing all the screaming, Gainsboro came back into the lab.

"Nick!" yelled Gainsboro. "Let go of Penny now!"

"Whatever you say prof!" said Nick, dropping Penny to the floor. Penny tried to go after Nick to get the doll back but Gainsboro got in between them.

"Professor, he has my doll!"

"Nick, give back Penny's doll!"

"You know," said Nick, "when you think about it, this doll is a lot like you Penny: A brainless, soulless toy to eventually be thrown in the trash where it belongs!"

"Enough Nick!" said Gainsboro. "Give her back the doll!"

"Pffff, fine! Here!"

_Nick held out the doll for me to grab. I went over to get it from him, but then he suddenly snatched it away, grabbed the doll by the head, and ripped it apart from its body. He tore up Penny Junior. I really liked that doll, and he tore it up just to prove that I was as worthless as that doll. For the second time that night, I was heartbroken beyond comprehension._

"Oops," said Nick, looking at the pile of fluff and rags that was once Penny Junior. "My arms malfunctioned."

"Penny Junior!" screamed Penny, picking up what was left of her doll.

"That's it!" said Gainsboro. "Nick, I've had enough of your abuse towards Penny! Tomorrow I'm having you reprogrammed!"

"What?" yelled Nick. "You're reprogramming me? But I'm the perfect one! If anything you should reprogram her and get rid of all that emotions crap!"

"I've made up my mind. You'll be reprogrammed tomorrow and that's final."

"No I'm not!" said Nick, suddenly punching Gainsboro hard in the chest, nearly giving the man a heart attack. "Screw this! You always liked that worthless hunk of junk over me! I'm out of here!"

_Nick then left Cadet for good. In one night I lost my brother, my chance at love, and I nearly lost the man I considered a father. I was hoping to never have to deal with Nick again, but then Professor Gainsboro and I learned that Nick was conspiring with Ironwood to rob dust vaults. Gainsboro and I confronted Nick at one of the dust vaults he was trying to rob, and that's when he tried to kill Gainsboro. I stepped in and tried to fight him off, even though he was more powerful than I was. I was able to put a stop to him, but it wiped out my hard drive in the process._

_I woke up days later at Ruby's dorm with her friends. I don't how or why they repaired me, but they made me believe they were my friends. Ruby helped me enroll in Signal where she said I would be safe. Without my memories I believed everything she said. A few days ago I decided to visit Ruby while on school break. When I arrived in Vale, I suddenly got a call. But it wasn't from my scroll; it felt as if the call was coming inside my own head. Curious as to what was going on, I answered the call..._

"Hello?" said Penny.

"Penny?" said the voice on the other line. "Penny, is that you?"

"Who is this? How do you know who I am?"

"Penny, my name is Professor Gainsboro. I'm the one who built you."

"You...built me?"

"Of course Penny! Don't you remember?"

"I'm afraid I don't remember anything about me. I lost my memories roughly three months ago."

"I figured as much. Penny, I want you to meet me at the downtown hotel. I'll explain everything there."

_I arrived at the hotel and met Professor Gainsboro for the first time. Well, first time since I lost my memories. There he installed what he claimed was an archive of my memories that Cadet had tried to delete, but he was able to nab before getting fired. It felt like both a blessing and a curse. I was happy to finally remember my past, but it was so awful I didn't want to believe it, especially when I realized how awful of a person Ruby was._

"This can't be real!" said Penny. "Ruby...Ruby isn't like that at all!"

"I'm afraid she is Penny," said Gainsboro. "This Ruby girl appears nice, but she's just using you for her own sick amusement."

"I'm not sure I can believe you professor."

"If you don't believe me, tell me this; have you ever asked Ruby to tell you the truth about the past?"

"Several times, but she always says I don't need to know."

"Have you ever wondered why Ruby doesn't want you to know?"

"Never. I trusted her."

"Try asking her again, and this time try to make it seem you desperately need to know. If she was truly the friend she claimed to be, she wouldn't hide the facts from you. In the meantime, you need to act as if we've never met."

#

"As it turned out, Professor Gainsboro was right. Ruby continued to hide the truth even when I desperately wanted to know. All this time Ruby was manipulating my feelings and my memories. She made me believe that she cared about me, when the truth is she sees me as nothing more than her own personal play thing!"

Penny covered her face and wanted to start crying, but she knew she couldn't. Gainsboro went up to Penny and hugged her.

"Calm down Penny," said Gainsboro. "Everything's going to be okay. Just remember; you aren't some mindless robot. You're more of a human being than they ever will be."

"Thank you Professor Gainsboro," said Penny, wrapping her arms tightly around Gainsboro. "I promise the next time I see Nick, Ruby, and the others, I promise to terminate them."

"Patience Penny. We'll get our revenge on Nick and the others in due time. First I need to get you repaired. Meet me back at me my lab, okay?"

"Okay professor," said Penny, leaving the secret location to head back to Gainsboro's lab. After Penny was gone, Torchwick began clapping for Gainsboro.

"What's that about?" asked Gainsboro.

"That was quite the performance there Gainsboro," said Torchwick. "I'm simply amazed at how you've convinced Penny of all your lies."

"Why Torchwick, whatever do you mean?" asked Gainsboro, putting on a fake smile. "Everything that Penny said was true."

"Oh, never mind," said Torchwick, playing along with Gainsboro. "I must be remembering things differently. My bad!"

#

Blake, Yang, and Nick were waiting in Team RWBY's dorm while Weiss and Ruby went to the school infirmary to check for any injuries they might have had after their fight with Penny. After waiting seemingly forever, Weiss and Ruby came back. Weiss was looking like her normal self, while Ruby looked downtrodden.

"You guys okay?" asked Yang.

"Aside from a massive headache, I'm just fine," said Weiss. "Ruby just has a sore throat."

"That's a relief. You feeling okay sis?"

Ruby sat on Weiss' bed and stared at the floor in silence, not even looking up to respond to Yang. It was as if she was in another world right now. Weiss pulled Yang aside to whisper to her.

"Ruby's not in the mood to be talking right now," said Weiss. "I tried talking to her in the infirmary and she just sat in silence."

"I see..."

Yang sat next to Ruby while Weiss and Blake sat on Blake's bed. Nick stood in the middle between them.

"First off, greetings Team RWBY," said Nick. "It's quite unfortunate we are not meeting together under better circumstances."

"That's an understatement," replied Yang.

"I suppose we should start with what I've been doing since we last met. As you know, Ironwood decided that Cadet was more trouble than it was worth and decided to shut down his business venture, going back to focus on military and school operations. I was transferred into the military and have been working on various projects since."

"And I assume you're here because of the military stuff being hijacked?"

"Precisely. When we heard of the hijackings, Ironwood assigned me to terminate the culprits and return the stolen equipment."

"But how did you know Gainsboro was behind it?" asked Weiss.

"We believe Gainsboro hacked our servers about a week ago and got a hold of all the data archived from Cadet. Ironwood has very strict protection of that data; it would take a very high level of intelligence to somehow find a way to get past it. Sadly, being a former employee with knowledge of the company inside and out, Gainsboro is one of the few on that level."

"So that's one mystery solved," said Yang. "Now for mystery two: Why did Penny suddenly betray us?"

"I'm afraid that too is the work of Gainsboro."

"But Gainsboro hates Penny! How did he convince Penny to suddenly join him?"

"It's simple: Gainsboro got a hold of Penny's memories and altered them."

"But I thought Penny lost her memories."

"You mean the ones Cadet saved," said Blake. "The ones you couldn't get to yourself."

"Exactly," replied Nick.

"Cadet still saved them after all this time?" asked Yang. "Why would they do that?"

"That's something I've asked myself and Ironwood many times," said Nick. "Even after Cadet folded, Ironwood still kept all the data on Penny that he claimed was for future reference. Over the past few days I tried to hack into Ironwood's archives to get these memories myself."

"Wait," said Weiss. "Why were you hacking to get her memories?"

"Truth be told...I really miss her."

Nick took out the doll of Penny junior from inside his jacket and looked at it.

"Every night I replay what memories I have left of her. I tried to get over her, tried to make myself delete everything related to Penny so I can move on with my life much like she had by forgetting me, but I never could. I decided if Ironwood was never going to bring back Penny, at least I can have her memories to remember her by."

Nick put away the doll to talk about Gainsboro.

"Interestingly enough, my hacking of the servers is what helped us find out it was Gainsboro who hacked us before and had organized the hijacking of Ironwood's latest military tech. Unfortunately, despite knowing Gainsboro was behind it, I was not successful in finding him until your battle with him. When he used the latest model of the Atlesian Knights, they sent out an online transmission that I was able to pick up. I did not arrive in time to stop the tech from getting destroyed, but I did arrive in time to see Penny attacking Ruby."

"But it still doesn't explain why," said Yang. "Why Penny?"

"I query he decided to use Penny the same way he used me when I was robbing the dust vaults."

"So why not use you instead of Penny? I mean, he clearly liked you a lot more than he did Penny."

"I believe he chose Penny over me simply as an act of revenge. Hacking and controlling me would be more beneficial as I outclass Penny by a slight margin in terms of combat, but controlling Penny not only messes with the psyche of the people who love Penny, but also allows Gainsboro to get his revenge on her."

"Revenge on Penny?"

"I fear that once he's done with whatever he is planning, he'll terminate Penny himself."

"That son of a...," said Yang, nearly burning with rage. "How can someone have the heart to stoop this low?"

"What's worse is that means no matter what, Penny is going to die," said Blake.

"How?" asked Yang.

"Because Gainsboro kills Penny after he's done with her...or we kill her instead."

"Whoever said we were going to kill her?" yelled Yang.

"What choice do we have? We need to stop Penny in order to stop Gainsboro."

"But guys..."

Yang nodded her head towards Ruby, who was still looking at the ground and ignoring the world around her.

"I never said I want to do it," said Blake, "but I'm sorry, we really have no other choice."

"Correction," said Nick. "We can still save Penny."

Everyone except Ruby turned to Nick when they heard him say they can still save Penny.

"How can we save Penny?" asked Yang.

"By using this," said Nick, pulling out a flash drive.

"A flash drive? What's on it?"

"All of Penny's memories from Ironwood's archive."

"I thought you failed to get them," said Blake.

"Correction: I said I was lectured by Ironwood for trying to obtain them. I never said I was not successful in doing so."

"So all we have to do is just get Penny, pop that baby in, and Penny will be back to her old self?" asked Yang, sounding excited that Penny was going to be saved not just for Penny's sake, but for Ruby's as well.

"In simplistic terms, yes. Actually doing it however will be quite a challenge."

"I'm sure you can do it no problem! I mean, you said yourself you still outclass Penny in battle!"

"Except we can't trust him," said Weiss. Blake and Yang were shocked at Weiss' sudden claim.

"Can't trust him?" asked Yang. "You think he's working for Gainsboro too?"

"He just might be. Or maybe Gainsboro will hack him and have him turn against us. If it happened to Penny, it could happen to Nick."

"Weiss' analysis is correct," said Nick. "As much as I say I'm on your side, that can all easily change. So I leave this flash drive in the hands of you, Team RWBY. When we confront Penny, I'll distract her for as long as I can. When the time is right, you will insert this into the port on the back of her neck. The rest will take care of itself."

"Then I say it's time to commence Operation Rescue Penny!" said Yang.

"Yang, it's nearly the middle of the night," said Weiss. "I think Operation Rescue Penny can hold off until tomorrow."

"Er, right. Of course."

Team RWBY changed into their night clothes and headed to their beds, quickly falling asleep. Nick sat in the corner and put himself into his simulated sleep state.

Ruby had still not said a word when they changed and went to bed. Once the others were asleep, Ruby began to cry.

"It's all my fault," she whispered to herself. "It's all my fault."


	4. Chapter 4

Just when Ruby thought she had finished off all the Beowolves and the Ursas attacking the city, more kept suddenly appearing. Thankfully Ruby was strong enough to handle things on her own, and so was her partner Penny.

After Ruby had driven away the Beowolves, she heard Penny scream. She turned to see an Ursa had slashed Penny across the face, tearing apart some of the synthetic skin on her face. Penny laid on the ground helpless as the Ursa was about to kill her, when Ruby quickly ran in and slashed the Ursa into two, sending it back to the void. Ruby went to check on Penny, who was covering her face while moaning in pain.

"Penny, are you okay?" asked Ruby.

"It hurts! It hurts!" said Penny.

"Don't worry Penny. I'll get you to a hospital."

Ruby was going to lift Penny off the ground when Penny suddenly turned around and grabbed Ruby by the throat with one hand. Ruby looked at Penny's face and saw most of the metallic skull underneath Penny's skin. Penny's eyes had also suddenly turned dark red. Ruby was now freaking out at the horrific sight of Penny.

"YOU BETRAYED ME RUBY!" screamed Penny. Her voice had suddenly gone distorted and screechy. Penny threw Ruby several feet with just her one arm. Ruby wanted to get up, but her arms and legs had suddenly gone numb, and her weapon had suddenly vanished. Ruby could only lay in the street as this monster taking the form of Penny was slowly approaching her, clutching a sword in her hand.

"Penny, stop!" yelled Ruby. "I'm sorry! I'm begging you, stop!"

No matter what Ruby tried to yell, Penny ignored her. Penny stood on top of Ruby, raised her sword, and plunged it towards Ruby's face.

#

Ruby suddenly woke up and nearly jolted out of bed. Her heart was beating rapidly as Ruby suddenly felt short of breath and her forehead suddenly sweating. She couldn't remember the last time she had experienced a nightmare so horrifying and realistic. It may have only been a dream, but it was a reminder of something that wasn't: Penny trying to kill Ruby. Just the thought of seeing Penny that angry because of Ruby's selfishness nearly brought Ruby to tears.

Ruby tried to keep quiet, not wanting to wake up the rest of her teammates in the middle of the night. But one teammate had already woken up because of her, and was suddenly hanging off the foot of her bed.

"Are you okay Ruby?" asked Nick.

"Nick?" said Ruby, looking up and noticing Nick. "What are you doing up?"

"I sensed a sudden movement in your sleep, and then I heard you breathing rapidly. Are you physically ill?"

"No," said Ruby, laying back in bed and staring up at the ceiling. "But maybe mentally."

"I query you are feeling very distressed about Penny. Would you like to talk about it?"

"Actually, I would," said Ruby, sitting back up to face Nick. "Nick, I need you to tell me the truth; what if we fail to restore Penny? Would we really have to...kill her?"

"I'm afraid that's our only other option."

Ruby buried her hands in her face and began crying. Nick figured it was because of the thought of having to do the unthinkable, something even he was not comfortable with.

"Do not worry Ruby. I've done the calculations of our plan, and I can safely say we have at least a seventy-five percent chance of restoring Penny."

Nick thought that would get Ruby to cheer up, but Ruby still kept crying. Now he wasn't sure what exactly was wrong with Ruby.

"Ruby, may I query as to why you are still distressed?"

"Because I'm a horrible person!" mumbled Ruby through her hands.

"I don't understand."

"All of this is my fault! None of this would have to happen if I was just honest to Penny about everything, but I was a coward! I lied and tried to cover up what happened between us. I've been manipulating her just like Gainsboro. I'm no better than he is!"

"There is not a single possible calculation in which you are worse than Gainsboro."

"I know you're trying to cheer me up, but let's face it; I should be the one to disappear from Penny's life. I've caused her nothing but grief."

As Ruby was crying, she suddenly felt a pair of arms wrap around her. She uncovered her face and saw Nick had gotten into her bed and was hugging Ruby.

"Nick? What are you doing?"

"According to my observations of human emotions, if a person is feeling greatly distressed, it is best to hug that person and comfort them."

"You don't...really need to do that."

"Are you sure?"

"I'm sure."

"Okay then," said Nick, letting go Ruby and sitting next to her. "As for your query of being the one to disappear from Penny's life, I'm not sure even I have the time to explain just how wrong you are."

"Nick, you don't have to cheer me up about this. I know-"

"Ruby, you wanted me to tell you the truth, right? This is the truth; you are the best thing to ever happen to Penny. If you had never come along in her life, she would never get to experience what being human truly feels like. She would go on to feel miserable that she had the gift of feelings and emotions but had to live her life as some worthless android. She may have been built by man, but you're the one that gave her life."

"I'm also the one that took it away from her," remarked Ruby.

"Again you are wrong. I'm the one who took Penny's life away from her. I allowed myself to blindly follow orders because I accepted my role as being nothing more than a computer program."

Ruby sighed and laid back in bed to go back to sleep.

"You're just going to keep this going no matter what I say, are you?"

"If you continue to blame yourself about Penny, then yes."

"Then I'm going back to sleep. Thanks for trying Nick. Hopefully that plan of yours to save Penny will work."

As Nick got out of Ruby's bed, he began to think about what Ruby said. That's when he realized he had yet to come up with a backup plan for restoring Penny's memories. He took a minute to think over a plan, then climbed back up and woke Ruby up.

"Sorry to wake you," said Nick, "but may I borrow for your scroll for one moment?"

"It's in my desk in the corner," said Ruby before falling asleep. Nick took Ruby's scroll and quietly left the dorm, not wanting to wake anyone else up while working on his plan.

#

Penny and Gainsboro were in Gainsboro's new lab, located in an abandoned factory in the outskirts of Vale. Ever since he was fired from Cadet, Gainsboro took all the money he had left to create this lab, which was still subpar compared to the technology he was used to. Gainsboro was working on changing the software of his newly acquired Paladin, while Penny was helping install new parts to make the mech even stronger.

As Gainsboro was working on his computer, he suddenly began to have another coughing fit. Penny was working on the Paladin when she suddenly heard Gainsboro collapse. She quickly dropped what she was doing and ran over to Gainsboro.

"Professor Gainsboro!" yelled Penny, helping Gainsboro back to his feet. "Are you okay?"

"I'll be fine Penny," said Gainsboro, grabbing the pills from his back pocket and taking two very quickly.

"Be honest with me professor," said Penny. "You're dying, aren't you?"

"Don't be ridiculous. I'm just having some minor heart problems."

"Don't lie professor! Your health is getting worse, isn't it? We should get you to a hospital-"

"Penny, listen to me."

Gainsboro sat back in his chair while Penny was still clutching to his hand. Despite Gainsboro trying to put on a reassuring smile, Penny still looked distraught at the thought of losing Gainsboro.

"It's true; my health is at its borderline worst, and I'm not sure how long it will last. But I'll be damned if I live my final moments rotting away on some deathbed. I'm not leaving until we get our revenge on Nick, and then we go after Ironwood."

"But professor, I don't want to lose you! You're the only real family I have!"

"I know, and I'm sorry. Believe me Penny, if I can turn myself into a robot and live forever like you can, I would do it in a nanosecond."

"So why don't you? I'm sure you could find a way to do it!"

"I just can't Penny. That's why I need you to listen. Should I pass on before Nick and Ironwood are eradicated, I need you to carry on without me. Can you do that for me?"

"Of course professor."

"Good. I'm going to go rest now. Continue working on the Paladin for me, okay?"

"Understood, professor."

Penny went back to work while Gainsboro went to his bedroom. Along the way he began to laugh to himself about the way Penny was concerned.

"I'm not sure if I'll live to see Ironwood's downfall, but I'm definitely sure you won't either, you hunk of junk."

#

Team RWBY were in the school cafeteria having breakfast. Everyone but Ruby was eating, who just stared at her food solemnly.

"C'mon Ruby, you have to eat something," said Yang. "We can't have you start Operation Rescue Penny on an empty stomach."

"I've lost my appetite," said Ruby.

"No you haven't, you're just upset. You need to eat."

"Fine," said Ruby. Ruby picked up a banana, took one bite, and then got up to go back to her room. Before she got far from the table, Weiss suddenly appeared in front of Ruby with Myrtenaster in her hand.

"And where do you think you're going?" asked Weiss.

"Back to my room?"

"I don't think so. As your teammate, I will not allow you to participate in Operation Rescue Penny without first having the proper nutrition in your system. So sit down and eat!"

Surprised by Weiss' sudden outburst, Ruby sat back down and continued eating her breakfast. Weiss took a seat next to Ruby so she wouldn't get away again.

After they were finished they went back to their dorm where Nick was using Ruby's scroll to scan the map of Vale, looking for possible places Gainsboro and Penny would be located.

"Any luck Nick?" asked Yang.

"I'm afraid I can't decipher an exact location," said Nick. "It's just as possible they can be located inside of the city as the outside."

"Something's been bothering me about this whole thing," said Blake. "Just how exactly did Gainsboro find Penny in the first place?"

"Because he got Penny's memories and found out she was alive, remember?" said Yang.

"But that doesn't explain how he found out she was in Vale."

"I've been querying that myself," said Nick, "and I've yet to..."

"Something wrong?" asked Yang.

"I'm receiving a call from my master. Excuse me."

Nick went to a corner of the room and placed a finger in his ear as if answering a phone call.

"Hello?"

"Nick, this is General Ironwood. What's the status of the stolen cargo?"

"It's as we suspected. Gainsboro stole the goods with the help of Torchwick. Unfortunately everything save the Paladins have been destroyed."

"Dammit. Do you at least know where they've taken them?"

"Negative sir. They already moved by the time I arrived."

"All right; continue your search for them, and if you must, destroy the Paladins. We cannot allow any of our tech to fall into the wrong hands."

"Understood sir," said Nick before ending his call.

"Hey Nick," said Yang, "how do you do that thing you just did?"

"You mean communicate with my master? It's simple; I have a built-in communications module. It's been customized so that only those who have access to the frequency can use it."

"So if I were somehow able to modify my scroll so that it picked up whatever frequency you were using, I can contact you and anyone else that uses said frequency?"

"In theory, yes. But doing so takes a staggering amount of work, not to mention you do not know the frequency in the first place."

"But those under Ironwood, like say...formerly employed evil scientists would?"

As soon as Yang mentioned former employees, Nick was finally able to put the missing pieces together.

"Of course! That's how Gainsboro was able to find Penny; she still had that communications module built into her!"

"You mean you didn't remove it when you repaired Penny?" asked Blake.

"That was a critical oversight on my part. I must have ignored it due to only concentrating on finding areas that were in disrepair."

Nick went up to Ruby and bowed in shame in front of her.

"Ruby, I'm deeply sorry for all this. This situation is strictly my fault."

Ruby placed her hand under Nick's chin and lifted him back up. "I'm at just as much fault as you are Nick. Anyway, if Penny still has that mod thing in her, can't you contact her and find out where she is?"

"I'm afraid that won't be possible. I may be able to contact Penny, but that doesn't mean I'll be able to track her whereabouts unless I query her to tell me."

"So ask her then," said Yang.

"You really think Penny is going to tell us where they are?" asked Weiss.

Yang shrugged her shoulders. "I think it's worth a shot."

"We do have nothing to lose should it not work," said Nick. "I'll attempt to contact her now."

Nick activated his module and made his call to Penny.

Meanwhile, Penny and Gainsboro were continuing to work on Gainsboro's Paladin when Penny felt a signal attempting to contact her.

"Professor Gainsboro?"

"What is it Penny?"

"Someone is trying to contact me through my communications system. I'm not sure who it could be."

"Well it can't be me, and Ironwood doesn't know you're alive. The only other person that could call would be..."

"It has to be Nick! What should I do professor?"

"Answer him. We can find out what he's up to."

Penny nodded and answered the call.

"Hello Nick," said Penny with a strong hint of disgust in her voice.

"Hello Penny," said Nick, unfazed by Penny's disdain in talking to him. "I'm surprised you answered."

"I'm surprised you bothered to call. What do you want?"

"I query you are still very mad at me."

"No kidding?" said Penny, already losing patience with Nick. "What's your point?"

"My point is that you would want to settle this feud between us. I query we meet at your location and put this all to an end."

Penny put Nick on hold to talk to Gainsboro.

"What does he want?" asked Gainsboro.

"He wants to meet us and end this fight," said Penny. "What should we do?"

"Tell him to meet us here tonight."

"Are you sure professor?"

"I'm sure. The Paladin will almost be finished by then. We'll be more than capable of taking out him and those huntresses should they decide to interfere. In fact, make sure you tell him to bring them as well."

"Understood professor."

Penny went back to her call with Nick.

"We accept on the conditions that you also bring Ruby and the others as well. You're not the only one I need to settle issues with."

"I assure you we will all be there; but you and I will be fighting amongst ourselves."

"Fine. I'll kill you before I kill Ruby."

"May I have the coordinates now?"

"Coordinates 6.36, 7.24; meet us at midnight."

"Very well. See you tonight." Nick hung up and turned to Team RWBY. "Penny says they are located at coordinates 6.36, 7.24. I believe when I checked the map there was an abandoned factory somewhere near that location."

"Indeed there is," said Weiss, checking the coordinates on her scroll. "So what's the plan?"

"We meet them there at midnight. I will attempt to fight Penny by myself, and when the time is right, you will restore her memories."

"Won't you need our help to fight her?" asked Ruby.

"I query you let me handle her alone for two reasons. The first is that I am the only one among us to match her in terms of strength. The second, and I hate to say this given your emotional state-"

"Just say it!" said Ruby, offended by Nick bringing up how Ruby was getting.

"The second is that due to your attachment to Penny, you are not capable of fighting her with a clear head. None of you are."

"Hey pal," said Yang, "we may be friends with Penny, but that doesn't mean we can't handle her! Besides, don't you have just as much an emotional attachment to Penny? Hell, you carry that lookalike doll around you like it's really her! What makes you think you have what it takes to fight her?"

Nick took out the princess doll bearing Penny's name and looks. The others were thinking Yang raised a good point; Nick had stated himself how attached he was to Penny by how much he missed her.

"Because should I have to terminate Penny," said Nick, "it's just a matter of deleting that part of my memory that tells me not to. Humans cannot simply turn their feelings and emotions on and off like a switch. I on the other can, and if so...will."

Nick put the doll back in his jacket and headed out the door.

"I will meet you all again later tonight. See you then Team RWBY."

Before Nick can get very far, he was suddenly approached by Ruby.

"Hey Nick," said Ruby. "I meant to ask you; what did you need my scroll last night for?"

"Our conversation last night had made me realize some errors in preparing for Operation Rescue Penny."

"What kind of errors?"

"Do not worry; it has been taken care of. I'll be seeing you tonight, correct?"

"I'll be there; and Nick?"

"What is it?"

"Whatever part of you that's saying to not kill Penny? Please don't ever delete it; even if things take a turn for the very worst."

"But Ruby-"

"No buts Nick. I don't care what Penny says or does, you are not to kill her. Understood?"

Nick walked up to Ruby and stared into her eyes, as if scanning her to measure how serious Ruby was with her request.

"Are you sure about this?" asked Nick.

"I'm one hundred and ten percent sure," replied Ruby.

"Technically you can't be more than one hundred percent sure, but I understand."

#

Team RWBY had spent the rest of the day training for their fight against Penny. The closer the time approached midnight, the more anxious Ruby felt. With about a half hour to go before midnight, Team RWBY were on a bus heading to Penny and Gainsboro's location. Ruby sat down and gripped tightly to the flash drive given to her by Nick. Ruby was starting to think about what would happen if this mission failed; she felt like she wanted to throw up. Noticing her sister looking ill, Yang patted Ruby on the back.

"We're going to get her back Ruby," said Yang. Ruby tried to smile in response but just couldn't.

Team RWBY got off a few blocks near the meeting spot; the area was filled with buildings that were either long abandoned or were in the middle of construction. It was the perfect kind of place to set up a hideout away from the city.

The meeting spot was an empty lot nearby the abandoned factory that was serving as Gainsboro's new lab. Already standing there waiting was Nick; as soon as he saw Team RWBY approach, he made a call to Penny.

"Everyone is here," said Nick. "You can come out now."

Right on cue, the front doors of the factory opened up and out came Penny. It still felt awkward for Ruby to see the same person who usually had such a wide smile and positive attitude come out to confront them.

"Salutations Nick and Team RWBY," said Penny. "Should we get straight to the fight or would you like to say something beforehand?"

"If you don't mind," said Nick, "there are some things we need to talk about."

"What's there to talk about? You know why we're here."

"I know why we're here; I query you don't."

"I get it; you're trying to trick me into not believing Gainsboro! It's not going to work! I trust Professor Gainsboro! In fact, I more than just trust him..."

"You really care about Gainsboro, don't you?"

"Why wouldn't I? That man is like our...my father!"

"I used to be like you Penny. While I wasn't programmed to feel that way about other people, I did have a certain feeling of respect for Gainsboro that went beyond simply obeying his orders. But then I saw the true side of Gainsboro. The man you think is such a loving father figure is nothing more than an egomaniacal manipulator out for his own goals. Despite all the encouragement of how 'proud' he was of us, he would not shed a single tear if we were to be terminated for good."

"Liar!" shouted Penny, opening up her backpack and taking out her swords, which hovered behind her.

Team RWBY were getting their weapons ready, which caused Nick to turn around and signal them to back off.

"Stick to the plan Team RWBY," said Nick.

"How dare you say that about Professor Gainsboro! His love for me is genuine! Besides, what do you know about feelings and emotions Nick? You weren't programmed with them like I was! You don't know anything about friends, family, or love!"

"Correction: Despite not having the coding that makes up this emotions program of yours, I understand the importance of those three things. Furthermore, based on my research over these past months, I've come to the conclusion that 'feelings' and 'emotions' are simply a byproduct of one's observations."

Nick held up his right hand and placed it over his chest where his heart would go if he had one. He was touching more than his heart; it was also where he kept Penny Junior.

"I wasn't programmed to understand them like you were, but somehow I feel as if I can display such byproducts without a specific line of code telling me to do so."

"You expect me to believe all that? Did Ruby feed you those lines?"

"I see this is going nowhere. In that case..."

Nick opened up his backpack and brought out his swords. He placed one in each hand and had the rest float above him. Team RWBY took this as the time to be backing away and letting Nick settle this alone.

"Let's get this over with," said Nick.

"This time I won't be holding back," said Penny. "I'm going to terminate you once and for all!"

Penny grabbed two of her swords and charged at Nick; Nick charged as well. Both Penny and Nick used their swords to swing at each other, causing them to clash. The two quickly backed away from each other and began to swing and block each other's attacks. Both of them were using the exact same fighting style, clashing with each other constantly. Whenever one ducked to avoid the other's swing, they would do the same thing in reverse. With the two of them being evenly matched, Penny began swinging with multiple swords at once. Nick went on the defensive and dodged Penny's swords. While going on the defensive, Nick sent his remaining swords up in the air, then began to bring them down one at a time. As Penny jumped away from one sword coming down on her, Nick would send down the next sword to strike her. Penny was quick to catch Nick's strategy and kept jumping away from each sword. As Nick was bringing down his last sword, he moved in on Penny and tried to slash her while she was distracted; Penny quickly grabbed her swords and blocked Nick's attack. Penny pushed Nick away, then sent her swords flying after Nick. Nick used the two swords in his hands to knock back each one. Even after getting knocked back, Penny would quickly adjust the sword to send it flying back at Nick, who continued to knock them away without missing a step.

Frustrated that she couldn't land a single blow on Nick, Penny ceased sending her swords after Nick.

"Giving up already?" asked Nick.

"What are you doing Nick?" asked Penny in return.

"I don't understand your query," replied Nick.

"I know you're a better fighter than this! You're holding back on me on purpose!"

"You have a very sharp analysis. I am indeed holding back my abilities against you."

"Why? Are you trying to mock me? Make me think I have a chance of beating you before you terminate me?"

"I'm not here to terminate you Penny. I'm here to save you."

Penny snickered at Nick's excuse. "Save? I think you mean manipulate! You and Ruby are trying to turn me back into the mindless doll you treated me as! I would rather be terminated than to live that lie again!"

Penny's swords began to form a circle in front of her. Penny began powering up for her giant laser attack. Team RWBY were starting to get worried, but Nick kept calm and opened the hatches in his shoulders. As soon as they saw Nick's shoulders open up, Team RWBY covered their eyes to shield themselves from what was about to happen. Two orbs came out of Nick's shoulders that suddenly exploded in a bright flash, causing Penny to go blind and her swords to fall to the ground, canceling her attack.

"Ruby, come quickly!" shouted Nick. Ruby quickly ran over to Nick, checking her pocket to make sure she had the flash drive containing Penny's memories.

"What do I do?" asked Ruby.

"The ports are on the back of Penny's head. Simply lift her hair up and insert the drive. The data will begin uploading a few seconds afterwards, so don't worry about Penny suddenly ripping it out."

While Ruby was talking to Nick, neither of them noticed Penny gathering her swords together as one and forming a gun with them. Penny suddenly opened her eyes and placed the gun in her hands. Luckily their teammates saw what Penny was up to.

"Look out!" shouted her team in unison. Ruby and Nick turned to see Penny back on her feet and about to fire her weapon. Nick quickly pushed Ruby out of the way with his right arm as a small laser blasted out of Penny's gun. The laser blasted through Nick's bicep and severed his arm off.

"Nick!" shouted Ruby. "Your arm!"

"Do not panic," said Nick. "I only have minimal use for my arm."

Penny laughed at the sight of Nick losing his arm. "Thought you could trick me with your flash grenades Nick? Gainsboro had me upgraded to protect myself from getting blinded."

"Quite the irony," replied Nick. "Protected from being blind by the man who has blinded you to the truth."

Rather than respond verbally, Penny suddenly charged at Nick and threw a straight right punch. Nick used his left arm to block the punch with his bare hand, but then at lightning speed Penny used her left arm to grab Nick's only arm and throw him over her shoulder, smashing him so hard into the ground it caused the concrete beneath them to be dented. Nick's body was so shaken from the impact that his internal systems began to stall. With Nick temporarily unable to fight back, Penny lifted him back and began to spin in circles, keeping an iron grip on his arm. After spinning around several times, Penny threw Nick into the air and hurled him far away into another abandoned building hundreds of feet away from them.

With Nick now out of the picture, Team RWBY realized it was going to be up to them to fight Penny now.

"One down, four to go," said Penny, turning her attention to Ruby. Ruby grabbed Crescent Rose and brought it out into scythe mode, causing Penny to chuckle. "Don't bother Ruby. I already know you're not going to actually hurt me."

"D-don't be so sure of that," stuttered Ruby, failing to hide how Penny was obviously right.

"We both know the drill by now. You're going to keep claiming a bunch of lies about how much of a 'friend' you are and refuse to hurt me. You might as well just lay down and let me kill you."

Before Ruby can respond, Penny was suddenly hit by a dust bullet to the face. Penny staggered back a bit as Ruby turned to see Yang had fired from her gauntlet.

"Even if Ruby doesn't have the heart to hurt you, I certainly do!" stated Yang.

"As do I," said Blake.

"Same here," said Weiss.

"Well at least the rest of your team are showing their true colors!" said Penny. "If only their leader wasn't such a-"

Ruby suddenly fired a bullet from her scythe at Penny, causing the rest of her team to gasp. Penny was just as surprised as they were.

"That's enough!" said Ruby. "I didn't want to have to do this, but Penny, if I have to hurt you to save you...then so be it!"

Ruby used her speed semblance to get close to Penny and start swinging her scythe around fast. Despite Ruby's incredibly fast swings, Penny was quick enough to dodge all of Ruby's attacks.

"So you're finally going to fight back!" said Penny. "Too bad you're still not fast enough to hit me!"

"Maybe you're right," said Ruby, aiming her scythe away and ricocheting away from Penny.

Once Ruby got out of the way, Blake and Weiss charged forward and attacked Penny from two different sides. Penny split her gun back into swords and used them to block Blake and Weiss from their attacks. No matter how fast Blake and Weiss were with their swings, Penny was able to use her multiple swords to block an attack from any direction. With none of their attacks landing on Penny, Blake and Weiss quickly regrouped and distanced themselves from Penny to come up with a new strategy. Penny used the break to gather her swords and send them flying at Weiss and Blake. Weiss switched to her white dust and created a giant white glyph in front of herself and Blake. The swords struck the glyph and suddenly ceased moving, as if trapped in the glyph itself. Penny tried to pull the swords out, but they couldn't move, giving Blake the chance to run back in and attack. Splitting her weapon into two, Blake used both her katana and sheath to attack Penny. Without any swords to protect herself with, Penny dodged Blake's attacks the same way she dodged Ruby's, except Blake used her shadow clones to attack from multiple sides. Penny couldn't keep up with Blake and was starting to get slashed across her body.

With Weiss' glyph starting to fade, Penny retracted her swords and placed two in her hands. As soon as Penny got her swords back, Blake quickly jumped away as Penny was suddenly attacked by bullets being fired by Yang and Ruby. Penny used her swords to create a shield to block the shots. After Yang and Ruby were done firing, Penny quickly sent her swords flying towards their way. Yang and Ruby jumped aside and began charging for Penny. Penny tried to retract her swords to defend herself, but Ruby used her speed semblance to run faster than the swords, and held out Crescent Rose ready to strike Penny. Once Ruby got close enough she took one big swing at Penny. Penny jumped over the scythe and thought she was in the clear, only to suddenly notice Yang had jumped into the air and struck Penny on the way down with a powerful right fist, sending Penny crashing back down to the ground.

Penny stood back up and dusted herself off. Despite landing a direct hit, the damage was fairly minimal.

"Is that all you got Team RWBY?" asked Penny. "Because if that's your best, then I'm afraid you don't stand a chance."

"I could say the same about you," said Ruby.

"What?"

"C'mon Penny, this can't be all you are capable of?"

"You asked for it!"

Penny gathered her swords in a circle and began to once again power up for her ultimate attack.

"Have you already forgotten about my big signature attack? The one strong enough to completely destroy anything it comes across?"

"It's also the same attack that leaves you vulnerable for something like...this!"

As soon as Ruby finished, Penny suddenly found herself wrapped around in a black ribbon. Blake had thrown her Gambol Shroud and tied Penny's arms to her body. Weiss then created a glyph underneath Penny that kept her from moving her legs, essentially leaving Penny unable to move at all.

"Now Ruby!" shouted Weiss.

It wouldn't be long until Penny would be able to break free, so Ruby knew she had to move in quick in order to stop Penny. She planned on swinging her Crescent Rose and slicing Penny's torso off so that way she wouldn't have any way to fight back. Ruby used her semblance to get close to Penny and was about to swing when she noticed the look of panic on Penny's face. The sight of seeing the look of fear on Penny's face caused Ruby to suddenly stop her scythe just before it touched Penny. Seeing that look suddenly made Ruby realize what she was doing: She was going to hurt Penny. It felt easier to do it when Penny was lashing out at Ruby, but seeing Penny like this made Ruby stop.

"What are you doing you dolt?" yelled Weiss. "Hurry!"

"I can't!" replied Ruby.

"What do you mean you can't?" said Weiss.

"I can't do it! I can't hurt Penny like this!"

"You have to Ruby!" said Blake. "Do it!"

"No," said Ruby, putting Crescent Rose away as if she was giving up. "I'm sorry...but I can't."

With Ruby hesitating to hit Penny, Weiss lost control of the glyph keeping Penny still. Now able to move, Penny used her strength to try and break free from Blake's ribbon. Blake held on as tight she could, but Penny broke free and grabbed the ribbon with both hands and pulled hard enough to throw Blake into Weiss, sending them flying several feel away. Yang tried to punch Penny out, but Penny caught the fist easily and counter-punched, sending Yang flying away as well. The only one left standing was Ruby, still hesitant to make another move against Penny.

"Back to playing the old caring friend act?" asked Penny.

"This isn't an act Penny," said Ruby. "Is there really nothing I can say or do to convince you otherwise?"

Penny got mad at Ruby begging to be heard and kneed Ruby hard in the stomach. Ruby fell to her knees from the intense pain.

"You had your chance Ruby!" yelled Penny. "You could have told me the moment I came back to life, or went to Signal, or any time in between! But you chose not to because you're a liar!"

Penny kicked Ruby in the ribs and sent her flying back several feet. Penny brought out her swords and aimed them all at Ruby. Ruby simply laid there, too physically hurt to get up and move, and too emotionally hurt to try and fight back.

"I'm done with your lies! Goodbye Ruby!"

Penny sent the swords flying after Ruby. Ruby closed her eyes and awaited the swords to come and end her misery when someone suddenly ran in and stood in front of Ruby to block the swords. When Ruby heard the sound of the swords piercing through metal, Ruby opened her eyes and saw Nick had suddenly got in the way and was impaled all over his body. With the swords pierced through his arm and legs, Nick was not able to move.

"Well look who showed up," said Penny. "Not exactly who I wanted to kill right now, but you'll do just as good."

Penny used her swords to drag Nick over to her. Nick laid helpless on his back as Penny looked down on him.

"Look at you all helpless to do anything," said Penny. "You look like a doll just waiting to be torn apart and ripped to shreds! How does it feel Nick? Tell me what 'emotions' you supposedly have!"

"Quite a mixture," said Nick. "I feel angry that I'm powerless to stop you right now, and sad that I wasn't able to save you like I promised. If I were to have a heart, I would assume it would feel, as humans would put it, broken."

"Except you don't have a heart. Technically I don't have one either, but even as androids you never did!"

Penny lifted one foot up and stomped Nick in the chest. She expected to crush Nick's body when instead she landed on something that felt like fluff.

"What was that?" asked Penny.

"What was what?" asked Nick.

"I felt something underneath your jacket. What are you hiding in there?"

"Take a look for yourself."

Penny unzipped Nick's jacket, reached into his chest, and grabbed whatever fluffy object he was hiding. Upon looking at the object, she suddenly looked like she had seen a ghost. Inside Nick was Penny Junior; the same Penny Junior that Nick had destroyed. Penny couldn't comprehend how that doll was somehow here again.

"What the...where did you get this?" asked Penny.

"It was a gift from Ruby," said Nick. "You won it the night of your date."

"But you...you ripped it apart! That doll was one of a kind!"

Penny remembered that memory vividly. Nick had ripped the doll apart and laughed as Penny picked up what was left of the doll. The image of the doll's remains in Penny's hands was something she could never forget now; so why was she suddenly holding that same doll?

"What's going on? How did you get this doll?"

"I told you, it was from Ruby. She kept it after your date."

"But that's impossible! She threw this doll away after I gave it to her! She must have gotten another one like it!"

"But if Ruby hated you so much, why would she want a doll that looked just like you?"

"Because she...I mean..."

Penny couldn't figure out what was happening. There was no logical reason that doll she loved so much should be here right now. Penny's CPU was starting to malfunction from the contradictions between her memories and the presence of Penny Junior. The malfunction was causing Penny's head to feel as if she was suffering a migraine. Penny held her hands to her head and fell to her knees.

"This doesn't make any sense!" yelled Penny. "That doll was destroyed! I know it was!"

"Then explain why I've been holding on to it this whole time," said Nick.

"It has to be fake! That can't be Penny Junior! It...just...can't!"

While Penny was having a meltdown, Ruby realized now was the perfect time to show Penny her real memories. Ruby took out the flash drive and got behind Penny. She lifted Penny's hair behind her head, noticed the ports located underneath and quickly inserted the flash drive while Penny wasn't paying attention. As soon as the drive went in, Penny suddenly stopped moving and noticed Ruby had placed something on her.

"What did you just put into me?" asked Penny.

"You want to know the truth Penny?" said Nick. "You're about to receive it."

#

Before Penny can remove the drive, images began to flash inside her mind. Penny closed her eyes and tried to concentrate on what these images were. It started with Penny meeting Team RWBY for the first time and the incident at the docks.

_What's going on? I don't remember any of this happening. Are these...supposed to be my memories?_

The images quickly forwarded to Penny meeting Ruby personally and trying to ask about love; then it played out the night Penny was invited to a dance being held at Beacon. It was there that Penny confirmed that she was in fact in love with Ruby.

_I know that to be true. That's how I found out I was in love._

Soon the memories of their date began to play out, only this time the ending was much different than the one Penny recalled. Here it ended with Penny kissing Ruby and Ruby having to explain why they couldn't be in a relationship, only this time Ruby wasn't calling Penny names and Penny running away while discarding Penny Junior.

_No! This has to be another trick! Ruby was the one who ruined our date!_

The memories then went to the night Penny got into a fight with Nick and Gainsboro, then ran away and wanting to never come back to Cadet.

_But Gainsboro loved me! It was Nick who ran away after he ruined Penny Junior and Gainsboro scolded him!_

The rest of the memories played out with Penny overhearing how guilty Ruby felt about what happened and the fight Penny had with Nick, ending with Penny sacrificing herself to save Ruby. Penny refused to believe any of this was true, yet these memories were matching up closer to current events than the memories Gainsboro gave her.

"Well Penny?" asked Nick. "Do you believe Gainsboro now?"

"I don't know what to believe!" replied Penny. "How do I know these memories you gave me are truly the real ones?"

"I figured this would happen. That's why I'm also loading my memories so you can compare and contrast."

"Your memories?"

Suddenly more images began to flash in Penny's mind, only this time it was from Nick's perspective. It started out with Nick meeting Team RWBY for the first time, then the night Nick and Penny discussed Penny asking about love again. Penny compared Nick's memories with her new set of memories, and they began to match up.

_These two set of memories are perfectly synced! Then maybe they're really...no! They have to be fake! Nick is just trying to elaborately trick me!_

Nick's memories continued to play out with. Every time he met with Penny, Penny put the two sets together and they always matched. But Penny still refused to believe any of it was true. Eventually Penny would reach the part where Penny had "died," but Nick still somehow lived. That's when Penny saw for the first time what happened after her initial "death;" Ruby was mourning the loss of Penny. Nick offered Ruby a chance to repair Penny to her original state.

_Now I know this has to be fake! If Ruby cared about me so much, then why wouldn't she let me remember any of this? Why did she make me forget all the time we spent together, or the feelings I had for her? WHY WOULD SHE TRY TO ERASE SOME OF THE HAPPIEST MOMENTS OF MY LIFE?_

That's when the memories of Nick repairing Penny began to play out. There she saw Nick seeing Penny Junior for the first time and realizing how much he cared about Penny despite always believing he never could. Then came the moment Nick found out Penny's hard drive was so damaged she couldn't have her memories recovered.

_"It'll be better this way. Penny won't have to remember the pain I put her through. We can start over. I can treat her like a real friend from the start."_

There it was. Penny finally had her answer as to why Ruby kept the truth from her. Because even after all the good times they had, it all came crashing down when Penny realized Ruby would not be in love with her, and it made Penny so upset that Ruby felt she was to blame for all of it. Ruby had believed she was the one who ruined what was once a great friendship.

_But Ruby, it wasn't entirely your fault! I'm the one who caused you to feel this way! We didn't have to start over! We could have-_

Before Penny can gather her thoughts, it showed how Nick decided to walk out of Penny's life for good, considering he was the one who caused this to happen. That's when Ruby gave Nick the Penny Junior doll as something to remember her by. Nick's memories continued to play out with him spending his days in the Atlas military. Despite looking like he had moved on, he still kept Penny Junior. He bought himself a jacket just so he can carry the doll around with him at all times. He even tried asking Ironwood to have Penny's memories.

Seeing this was shocking to Penny. Even if Nick wasn't the monster Gainsboro painted him to be, he was never emotional about anything; that was the way he was programmed. Yet after causing Penny to be terminated, it was as if he suddenly learned to emote without needing a program like Penny did.

Penny expected Nick's memories to stop playing, but then one more memory of Nick's began to play out. It was a recording Nick made of himself last night with the help of Ruby's scroll.

_"Penny, if you're watching this, it means my memories have been implanted into you. Penny, I used to think we were never real siblings because we were just artificial intelligence. I didn't think we had any actual connection to each other outside of being manufactured by the same people. But after not having you here for the past several weeks...I was wrong. I miss the conversations we have. I miss hearing about your thoughts and observations of the world. Despite our artificial nature, interacting with you has made us feel...real._

_I miss you sister."_

#

While Penny was playing the memories in her mind, everyone else stood by and waited to see how Penny would react. Ruby's teammates had their weapons out ready to strike, while Ruby stood next to Penny unarmed. As soon as Penny's eyes opened back up, everyone was waiting to see how Penny would react.

"Penny?" asked Ruby. "Are you okay?"

Penny turned to face Ruby. Ruby's heart was beating fast as Ruby was worried about the first thing Penny was going to say or do.

"No," said Penny, removing the drive from the back of her head. "I'm not okay."

The rest of Team RWBY began to move in, thinking that Penny had rejected the memories and was going to attack Ruby. Ruby began to slowly back away as the images of her nightmare begin to flash before her eyes.

"Penny, please don't!" said Ruby, scared to death of what Penny was about to do. "I'm begging you, don't-"

Before Ruby knew it, Penny suddenly held her arms out and closed in on Ruby. Ruby thought she was going to be done for when Penny suddenly wrapped her arms around Ruby and hugged her.

"I'm sorry Ruby," said Penny. "You were right all along. These memories...these are my real memories! You are as kind and caring as I thought you were, and I didn't believe you!"

"It's okay Penny," said Ruby.

"No it's not! I let myself get fooled by Gainsboro and I...I nearly killed you! I can never be forgiven for doing such a horrible thing!"

"It wasn't your fault Penny," said Ruby, hugging Penny back. "It was mine."

"No," said Nick, "it was mine."

Penny let go of Ruby and turned to Nick, still immobilized by Penny's swords. Penny retracted her swords back into her backpack, allowing Nick to stand back up.

"Penny, as you know from both our memories, I was the one who ultimately caused your demise that led to your memory loss and started these chain of events. I'm sorry for what I've done, but I will understand if you cannot forgive me."

Penny picked up Penny Junior and approached Nick.

"Nick...I forgive you."

"You do?"

"Of course I do. You were the one who rebuilt me. You went out of your way to repair me at the risk of being terminated. Besides that though..."

Penny wrapped her arms around Nick and looked into his eyes.

"You're my brother, and I love you."

"Penny..."

Nick smiled and wrapped his remaining arm around Penny to hug her back. Team RWBY smiled at the sight of Penny and Nick finally reuniting on a positive note.

"I guess this means Operation Rescue Penny is a success!" said Yang.

Before anyone could say anything, they suddenly heard someone clapping from a distance. The six of them turned towards the clapping and saw Gainsboro.

"So you finally remembered everything," said Gainsboro. "I was hoping to keep this charade up a tad longer, but it doesn't matter. I've no more use for you anyway."


	5. Chapter 5

Gainsboro had observed the fight from his lab. He was sure that Penny was going to destroy Nick until that doll Nick carried suddenly caused Penny to malfunction. Although he had lost control of Penny, he still had his secret weapon ready to go. With Penny back on Ruby's side, he came out of his lab to confront Team RWBY and their android allies.

Gainsboro was sarcastically clapping for Penny regaining her memories. Everyone turned to Gainsboro with a look of hatred and disgust for the man.

"Look at us," said Gainsboro, "the three of us all together again; it's like a family reunion!"

"You are no family to us!" said Penny.

"You're right. I'm not your family. You're simply two of my most regrettable creations; especially you Nick!"

"In return," said Nick, "I feel great regret having been created by you."

"YOU feel regret? You're not supposed to feel anything! You were supposed to obey my every command, and yet you turned your back on me to repair the failure that was Model-001!"

"If you thought I was such a failure," said Penny, "then why control me? Why turn me against my best friends?"

"Perhaps it's best I explain from the beginning," said Gainsboro. "A day after the warehouse fiasco resulted in your termination, I was fired by Ironwood after my dealings with Torchwick were exposed. But he didn't stop there; he destroyed all the lab equipment I owned and even retracted funds out of my own bank account! After all the weapons and improvements I've made for his businesses and going out of my way to help invent his own personal androids, he had the nerve to fire ME?"

"I query that money did not rightfully belong to you," said Nick. "Ironwood was right in firing you."

"As if after losing my job and everything I ever owned was bad enough, my health began to deteriorate. It was a sign I didn't have much time left to live. Thankfully, with the secret funds given by Torchwick, I had just enough to keep death at bay. I thought I would live the rest of my final days in suffering, until Torchwick's boss found me. She had heard of my work and offered me a chance at revenge; not just against Ironwood, but against the one who ruined my life!"

"So that's why you controlled me," said Penny. "You wanted to get revenge on me for ruining your life by turning me against the people I love!"

"Oh no," replied Gainsboro. "It wasn't you I wanted revenge against. It was Model-005!"

"Me?" asked Nick.

"Continuing with my story, with the money paid by Torchwick's boss, I was able to afford decent enough equipment to hack into Ironwood's servers. The man thinks he was safe from behind his firewalls, but because I was the one who set up his security, hacking him was not a problem. I hacked all the data he had to see what he was planning on his trip to Vale. During that hack, I came across the Cadet archives and decided to snoop around. That's when I found the memories of you and Model-001. You told me you terminated Model-001, but it was a lie. You, the one creation I had the most pride in, had lied to me!"

"I will not deny I lied to you," said Nick. "However, I query you would have had me terminated if I had told you the truth anyway. You speak of having pride in me, but that pride was only from using me for your own benefits. I was nothing more than your tool, and you got upset that I wasn't working the way you wanted me to anymore."

"I was more than upset," said Gainsboro. "I hated you! My greatest invention had betrayed me! That's when I decided to devise a plan to not only get back at Ironwood, but you as well. Your memory archives had revealed that Model-001 was still alive somewhere, only she had no memories. She was an empty hard drive just waiting to be programmed; so I took her archived memories and made some changes. It was like brainwashing a human, only this method was far easier. With humans it can take weeks or even months to make them forget who and what they are, but for computers like Model-001, it's just a matter of pressing control, alternate, and delete. I knew based on how much you and those huntresses cared about her that you would never think of terminating her; then once you were out of the way, I would use her to destroy Ironwood, and then just get rid of her myself. All of my enemies dead before I went to the grave; it was the perfect setup!"

"I query your setup is not as perfect as you boast," said Nick, taking a sword from his backpack and placing it in his hand. "With Penny no longer by your side, you now face five skilled huntresses and one skilled huntsman. I calculate a zero percent chance of your plans coming to fruition."

"But as I said before, I won't need Model-001's help any further." Gainsboro pulled out his scroll and began typing in commands. "I've already got what I need."

"Enough exposition!" said Yang. "Let's finish this already!"

Yang charged at Gainsboro, ready to knock him out for good. Before she got close to him, something suddenly crashed through the building that housed Gainsboro's lab, causing Yang to suddenly stop. Standing behind Gainsboro was his Paladin, only this one had different looking parts that made it look bigger and stronger than the original.

"Ladies and androids," said Gainsboro, "behold my improvements to Ironwood's latest flimsy invention: The Paladin Mark II!"

The Paladin raised its arms and starting firing bullets at the hunters. They began to spread out in different directions in order to avoid getting shot. As the Paladin was firing, Gainsboro opened the cockpit door and went inside.

"What the heck is that thing?" asked Ruby.

"It's one of Ironwood's new weapons in the fight against terrorists," explained Nick. "However, I calculate that Penny and I combined alone are still more powerful than one of these things."

"I'm afraid not Nick," said a distraught Penny.

"What do you mean?"

"This one isn't like Ironwood's Paladins. Gainsboro made several upgrades to it. Upgrades that can kill us."

"We'll just see about that!" said Ruby. "Everyone spread apart and start firing!"

The six of them got into different positions surrounding the Paladin and began firing whatever bullets, dust shots, or lasers they could. Once their projectiles reach the paladin, they were suddenly bounced away by some kind of colorful barrier that formed when anything got close to it.

"It's not working!" said Yang. "How is it doing that?"

"I know that kind of barrier," said Weiss. "He's using dust!"

"Correct!" said Gainsboro from the cockpit. "This Paladin is armed with a major amount of dust, courtesy of a generous donation by Torchwick! Allow me to show off what other features it can do!"

The Paladin's back opened up and out popped two grenade launchers. Dust powered fire grenades began bursting out of them and landed all around the place. Ruby, Nick, and Penny used their speed to avoid getting hit while Blake used her shadow clones and Weiss protected herself and Yang with her glyphs. The grenades were coming down so fast it was impossible for them to stop and fight back. Once the grenades stopped firing, the Paladin switched the guns on its arms and suddenly began firing ice bombs all around them. Even when dodging the bombs, the floor was quickly turning into ice. While the others tried to be careful not to slip, Weiss used her own fire dust to melt it. Yang decided to slide across the ice and head for Gainsboro, hoping to get to the cockpit and fire several shots. Gainsboro saw Yang coming and quickly activated the yellow dust chamber that improved the Paladin's speed. Yang went to punch the cockpit when the Paladin quickly turned around and blocked it with its arm. The Paladin then threw its own punch at Yang; despite its size and weight, it threw the punch just as fast as Yang could; Yang barely avoided the Paladin's arm. The Paladin tried to throw another punch with its other arm; Yang ran forward to avoid the punch and jumped high up, landing on top of the Paladin. Yang tried to fire several shots from on top to damage the Paladin, but the armor was too strong to make a difference. The Paladin grabbed Yang and threw her off, sending her flying towards a building; Weiss used a glyph to catch Yang and land her back on the ground safely.

"That thing is impenetrable!" said Yang. "How are we supposed to stop this thing?"

"A majority of its attacks seem to stem from its arms," said Nick. "I query if Penny and I were to work together, we have a chance of taking them out."

The Paladin switched back to its machine guns and started firing again.

"Penny, head to the opposite side and aim for the joints!"

Penny and Nick quickly ran in opposite directions as Team RWBY worked on distracting the Paladin. Once Penny and Nick were on opposite sides of the Paladin, both of them brought out all their swords and sent them flying at Gainsboro. The Paladin's legs suddenly opened up and initiated rocket boosters, causing it to quickly slide out of the way of the oncoming swords. Nick and Penny sent the swords to go after Gainsboro, but the Paladin was moving too fast to catch up. The Paladin then fired ice bombs at the swords, knocking them out of the air. Whatever few swords can reach the Paladin simply bounced off his arms and did nothing but scratch the armor.

"I query you're not as powerful as you used to be Model-005," said Gainsboro. "If only you didn't betray me, you could have these kind of upgrades yourself!"

"I would rather be a rusted relic than to ever work for you again!" replied Nick.

"I can arrange that," said Gainsboro.

Gainsboro programmed the Paladin to focus on Nick and switched to its laser cannons. The Paladin aimed both arms at Nick and started to gather energy for its attack.

"You want a laser battle Gainsboro?" said Nick, gathering his swords quickly. "Even with only one arm, I can still gather the energy required for such an attack!"

Nick started to gather energy himself when suddenly the Paladin finished and fired a giant laser at Nick. Nick was shocked to see the Paladin fire such a powerful attack at such a fast rate, but quickly dodged the laser in time. The Paladin wasted no time in gathering energy and firing again. With no time to counter attack, Nick began running for his life as the Paladin focused on him. The rest of the huntresses regrouped, panicking at the sight of the Paladin pulling off that attack.

"That attack was nearly as big as theirs," said Yang, "but it only took him seconds!"

"Well leader," said Weiss, "what now?"

"I don't know," said Ruby. "I need time to think of something! Quick, use the Freezerburn tactic!"

Weiss switched to her blue dust and formed ice on the ground, then Yang leapt high and used her flaming fist to break the ice and cause the area to go foggy. With the area covered in fog, Gainsboro lost track of Nick.

"Heh," said Gainsboro. "You think a bit of fog is enough to blind me?"

Gainsboro activated his Paladin's heat sensor. Now he was seeing the area in heat vision, allowing him to see everyone through the fog, including Penny and Nick.

"All right Nick, where did you go?"

"Right behind you!" said Nick.

Gainsboro turned around and saw Nick suddenly pop two flash grenades from his shoulders. Gainsboro tried to knock them away but it was too late as the grenades went off and caused the Paladin's visors to malfunction along with blinding Gainsboro. With Gainsboro completely blind, the team headed to the nearest abandoned building to hide while Gainsboro waited for his Paladin's visors to reboot.

Team RWBY were inside an old warehouse, desperately trying to come up with a new plan to stop Gainsboro.

"So what do we do now?" asked Weiss. "We can't shoot it, punch it, nor slash it. This thing is immune to everything we throw at it!"

"There has to be a weakness somewhere!" said Ruby. "Nick, Penny, is there anything else you know about this thing?"

"I only know based on Ironwood's original design," said Nick. "This one might as well be called a completely different weapon."

"And Gainsboro never told me the details of these upgrades," said Penny. "I'm sorry I can't be of more help."

"So in other words," said Yang, "we are screwed! I wouldn't mind running away as an option right now."

"That might be for the best," said Nick. "I'm the one Gainsboro wants most of all. I'll fight him by myself."

"No way Nick," said Penny. "I'm not going to let you fight him alone."

"And I don't run away period!" said Ruby. "We just need to come up with a new strategy. There has to be some way we can stop him!"

With the Paladin's heat vision working again, Gainsboro found Team RWBY and his androids. Gainsboro locked on to them and fired missiles from his shoulders.

While the team was discussing what to do, Nick had sensed something heading towards them. He realized Gainsboro had found them and was firing at the building.

"Get away from the wall!" yelled Nick. Everyone started running away from the wall as the missiles struck the warehouse, causing the wall to explode and shatter to pieces. One of the pieces wound up hitting Ruby in the leg and knocked her to the ground. She tried to stand back up only to feel a sharp pain in her leg that caused her to fall down. Gainsboro entered the building via the damaged wall and noticed Ruby stuck to the ground. Gainsboro switched to his laser weapon and took aim at Ruby.

"Let's see you run away from me now!" exclaimed Gainsboro. Before he can begin powering it up, his chest was suddenly starting to act up again, causing him to let go of the controls as he clutched his chest. "Dammit, not yet!" muttered Gainsboro. He reached into his back pocket and pulled out his pills, this time taking four at once.

As Gainsboro stalled, Nick and Penny quickly lifted Ruby back up and got her away from Gainsboro.

"Are you all right Ruby?" asked Penny. "Can you walk?"

"I think I pulled a muscle," said Ruby, "but I'll be okay. What suddenly happened to Gainsboro?"

"He must be having his heart issues again."

"It's a shame he couldn't just die right now," said Yang. "Would save us a whole lot of trouble."

"As much as we despise the man," said Nick, "I query we try not to kill him on purpose."

After Gainsboro's chest finally calmed down, he turned his attention back to his targets.

"What happened to you Model-005?" asked Gainsboro. "You used to be able to kill without a second thought! Did they reprogram you into such an inferior weapon?"

"Correction: My change of action did not come from reprogramming," said Nick. "I simply choose not to kill you because it seems morally wrong to do so to a man of your age and poor health."

"You really are nothing more than a worthless hunk of junk!"

"I query you are actually the worthless one here. I, Penny, and Team RWBY are worth something to somebody. You Gainsboro mean nothing. You are simply an old man who could have used his intelligence and creations for good, but instead used them for your own greed. Now all you have left in your miniscule time remaining is getting revenge. That, to me, makes you worthless."

Gainsboro was getting furious at Nick calling him worthless. "You think you're actually worth something? You're nothing more than a walking piece of scrap metal who ruined everything I ever achieved!"

"You want revenge on me so badly?" asked Nick, holding his one arm up towards Gainsboro. "Come and get me you inferior human!"

Gainsboro programmed the Paladin to focus on Nick, then charged at him. While Gainsboro was busy with Nick, Penny and Team RWBY tried to think of what to do.

"It looks like Nick has Gainsboro distracted," said Blake. "Now would be a good time to come up with something."

"I say we need to get out of here," said Weiss. "This building isn't in the best of shape. I feel like it can collapse on us at any moment."

"Wait a second...that's it!" said Ruby.

"What's it?" asked Weiss.

"We're going to bring this whole building down on Gainsboro!"

"You want us to tear this building down? Don't you realize how extremely dangerous that is?"

"Then we'll just have to be extremely careful!"

"If Ruby thinks it'll work, then I'll do it," said Penny.

"All right," said Weiss, smiling at Ruby's retort. "Your plans always find a way to work somehow."

The huntresses quickly spread out and began demolishing the support beams that was holding up the building from the inside. Every time a support beam was destroyed, the building would shake and fall apart in some places. The team made sure to stop after every destroyed beam to see if the building was going to collapse. As they were doing their demolition, Nick kept Gainsboro distracted by avoiding his attacks. Nick eventually found himself trapped next to a wall, and no means of simply running past Gainsboro in his Paladin. With nowhere to hide, Gainsboro fired every bullet he had left at Nick. Nick took out his swords and used them as a shield, hoping to hold out as long as he could. Even with his shield, Nick was taking a lot of hits, causing serious damage to his system. His legs were starting to malfunction, causing him to fall to his knees. While Penny was helping Team RWBY, she noticed Nick was in trouble.

Gainsboro smiled at seeing Nick fall. With Nick temporarily unable to move, Gainsboro switched back to his fists and went to crush Nick with his right arm. Just as the Paladin wound its arm back, Penny shot her swords through its arm and pulled tightly, keeping the Paladin from moving. Penny tried pulling as hard as she could in the hopes that she would somehow rip the arm off, but the Paladin was too strong. The Paladin turned towards Penny and used it's free arm to grab the wires the swords were attached to. The Paladin swung Penny into a wall on the side. Penny crashed into the wall, causing a large dent and knocking her for a loop. The Paladin then swung the other way and knocked Penny into the opposite wall. The Paladin then swung Penny over its shoulder; Penny landed on the ground next to Nick. Penny could barely stand up after that attack. Gainsboro laughed at seeing the two androids gathered together and nearly broken.

"Time to say goodbye to my biggest failures!" said Gainsboro, switching to his laser cannons and taking aim at Penny and Nick. Gainsboro was about to finish them off when suddenly the ground began to shake, throwing Gainsboro off. Before he can find out what was going on, a large chunk of debris fell on top of the Paladin, causing the mech to fall down. Gainsboro was shaken up by the sudden attack and tried to get back up when another large chunk fell on top of him. Penny and Nick looked up to see the floors above them falling apart.

"It's collapsing!" shouted Yang. "Get a move on!"

Penny and Nick got back to their feet and tried to move as fast as they could, avoiding the debris falling on top of them. Penny was following Nick when she was suddenly grabbed by the Paladin. The Paladin got back on its feet with Penny trapped in its right hand. Penny tried to escape but was powerless to do anything.

"If I go down, I'm taking you with me!" shouted Gainsboro.

Team RWBY and Nick were about to escape when Ruby realized Penny wasn't with them. She turned around and saw Penny captured by Gainsboro. Ruby quickly turned around and headed back for Penny. Using her semblance, she charged at Gainsboro while unfolding her scythe. She put all her strength into one giant swing and chopped off the Paladin's right hand. The hand dropped to the ground and caused Penny to be let go. As Ruby went over to check on Penny, the building began to shake violently as the upper floors came crashing down inside.

Nick and the others ran out as far away as they could as the abandoned warehouse caved in and collapsed. The warehouse was now nothing more than a pile of destroyed concrete and metal as an enormous amount of dust began to rise up and spread out. As the team was catching their breath, they noticed someone missing.

"Wait," said Yang. "Where's Ruby?"

"Ruby!" called Weiss. "Where are you?"

"I don't see Penny either," said Nick. "Penny!"

"Oh no," said Yang. "You don't think-"

"Over here guys!" shouted Ruby. They breathed a sigh of relief as they turned around to see Ruby and Penny far behind them.

"What happened?" asked Yang.

"Gainsboro nearly trapped us," said Ruby, brushing the dust off her clothes. "We ran out of there at the last second."

"I told you it was going to be dangerous!" said Weiss.

"But it worked, didn't it? I mean, unless you think he survived that."

"I query that not even a machine like the Paladin can survive a five story building collapsing on top of it," said Nick.

"Then that settles it!" said Yang. "I'm ready to call it a night!"

"Me too," said Blake. "Let's go home."

Team RWBY and Nick started to walk away from the wreckage, but Penny stayed to stare at where the warehouse once stood. When they noticed Penny not joining them, they turned around to see what was wrong.

"It's over Penny," said Nick. "Gainsboro is gone. We can go home now."

"I know," said Penny, "but...I'm kind of sad."

"How could you be sad about Gainsboro?" asked Yang. "He had this coming!"

"I know Gainsboro was an evil man, but during my time with him these past couple days, I saw a different side of him. A side that made me think he really did care about me."

"That was all a ruse Penny," said Nick.

"I understand that. I'm sad that it wasn't his real side. I wish he could have shown that side more often." Penny turned back and caught up with the others. "All right, let's go home."

Just then, they heard something coming from the wreckage of the warehouse. The six of them turned around and saw the Paladin Mark II starting to emerge. Although some parts of its armor had fallen off, the Paladin was still moving. Everyone but Nick was shocked to see Gainsboro still alive and moving.

"You've got to be kidding!" said Ruby. "Can anything stop this machine?"

"What do we do now Nick?" asked Penny.

"I query I have no other choice," said Nick. Nick unzipped his jacket as all his swords came out of his backpack and began to circle in front of him. "Penny, Team RWBY, I need you to distract him as long as you can."

"What are you planning Nick?" asked Penny.

"The only way to stop him is to use my last resort."

"What do you mean last resort?" asked Ruby.

"He means what I did when I..." Penny couldn't finish saying it, but they all knew what she meant. Hearing Nick's plan, Penny grabbed Nick by the shoulders and had a look of fear on her face. "Nick, don't do it! You'll-"

"Forget about me!" yelled Nick. "Just distract Gainsboro!"

Team RWBY ran after Gainsboro to distract him, while Penny hesitated on what to do. Penny turned to see her friends running around and shooting at Gainsboro to keep him away from Nick. Penny wanted to help them, but she didn't want to leave Nick behind.

"Stop stalling Penny!" said Nick. "Go help your friends!"

"But Nick," said Penny, "I don't want to lose you!"

"I apologize Penny, but it needs to be done," said Nick. "Besides, you have more important people to protect. Their lives mean more than mine. Now go."

Penny nodded to Nick and ran towards Gainsboro. She turned her swords into a laser gun and fired at Gainsboro. Gainsboro's dust barrier protected him from all their shots while he continued launching missiles and dust bombs at them. While Nick was powering up, his arm and legs opened up as he began to absorb more energy. It was going to be more energy than he can handle; if Nick wasn't careful, his CPU would burn out much like Penny's did months ago. It would mean the end for him, but Nick didn't care.

_"So this is what it's like to put others ahead of your own needs,"_ thought Nick. _"No wonder Penny does it for Ruby."_

After another minute of charging, Nick was ready to unleash his attack.

"Hey Gainsboro!" shouted Nick. Gainsboro stopped firing at the others and turned to Nick. Seeing Nick ready to strike, everyone scattered to avoid what was coming.

Nick jolted his arm forward and fired an enormous laser beam; it was nearly the size of the Paladin itself. Gainsboro activated his dust barrier and held the Paladin's arms forward to block the attack. The laser beam hit the Paladin's barrier, causing it to light up all around Gainsboro. Despite the barrier holding off the attack, it was quickly draining all the dust the Paladin had left. If Nick could hold out longer, the Paladin could be destroyed.

"He's gonna do it!" said Yang. "Go Nick!"

"How much longer can he keep this up?" asked Ruby.

"Not for long," said Penny. "In fact, if he doesn't stop soon, he's going to burn out."

Despite his CPU starting to burn up, Nick continued with his attack. He wasn't going to stop until the Paladin's barrier was destroyed, so at least that way the others could stand a chance of damaging it. With no sign of powering down, Penny was fearing for Nick.

"Stop Nick!" shouted Penny. "You're going to kill yourself! STOP!"

Nick ignored Penny and continued his attack. Gainsboro was panicking himself as he saw the meters inside his cockpit indicate he was about to run out of dust.

"Dammit!" said Gainsboro. "At this rate I'm going to lose all my dust any second now!"

Gainsboro switched between looking at his meter and the laser engulfing his Paladin. The meter continued to disappear line by line as Nick continued his attack. The barrier around the Paladin was starting to fade, indicating it was about to be broken. Nick thought he was about to succeed when suddenly his system began to shut down.

_"No!"_ thought Nick. _"I just need a few more seconds!"_

A few more seconds he wasn't spared. Nick's laser suddenly started to dissipate as Nick's body was forcing itself to stop functioning. Nick fell to his knees, his legs now permanently malfunctioned. The rest of his body didn't fare much better; he wasn't able to move any other part of his body. He was now a sitting duck. Gainsboro let out a huge sigh of relief as his Paladin was on its last literal ounce of dust left. The others were scared that Nick was dead.

"Nick's in trouble!" said Penny. "We have to get him out of here!"

"You've finally reached your expiration point Model-005!" said Gainsboro. "Time to send you to the scrap heap!"

Gainsboro approached Nick, who could do nothing but watch Gainsboro walk over for the kill. Team RWBY and Penny tried to go after Nick; Gainsboro switched to his laser cannons and fired around him, keeping the others away from getting close to Nick. Penny dodged the lasers and was getting close to Nick when Gainsboro fired missiles; the missiles landed around Penny and caused her to be blown back. Eventually Gainsboro was now standing next to Nick, making it impossible for them to step in and do anything. Gainsboro smiled and lifted his left leg up. He planned on crushing Nick to death underneath his foot.

"Goodbye Model-005!" said Gainsboro, sending the foot down on Nick. Everyone was worried that Nick was going to be crushed when Nick suddenly raised his arm up and held the Paladin's foot back; Team RWBY and Penny were relieved and thought Nick was getting his strength back.

"Impossible!" said Gainsboro. "How can you still be functioning like this?"

"C'mon Nick!" shouted Penny. "Get up!"

"I'm afraid that won't be possible," said Nick. Hearing that caused Penny to be worried.

"Not possible?" asked Penny.

"My body is shutting down," said Nick. "I'm sorry everyone, but I query this is the end for me."

"Don't say that!" replied Penny. "I'll save you!"

Penny slowly got back up and tried to gather energy to fire her laser attack, but the Paladin fired a bomb from its arm that caused Penny to cease her attack and jump out of the way before getting blown up. Team RWBY and Penny realized there was nothing they can do; Nick was done for.

"Everyone, hear me out!" shouted Nick. "Do not blame yourselves for my termination. I blame myself for allowing this to happen. Team RWBY; despite our past transgressions, I was truly glad to have met all of you! And Penny..."

Nick turned to Penny and smiled.

"Thank you for forgiving me. I'm glad I got to meet you...the real you...one last time."

Nick's arm began shooting sparks as it was being broken apart by the pressure of the Paladin's foot.

"Goodbye, my sister."

As soon as Nick's arm snapped, the Paladin quickly crushed Nick under its foot. Penny and the others were hoping Nick somehow survived, but once the Paladin raised its foot, all that remained of Nick was a heap of wires and scrap metal buried under his torn clothing. Just to make sure he was gone for good, Gainsboro kept stomping on the wreckage. Every stomp to Nick's remains was like a stomp to Penny's heart.

Team RWBY was furious to see Gainsboro destroy Nick this way. Penny on the other hand couldn't describe exactly how she felt; it felt as if she couldn't feel anything at all. She also thought she was starting to suffer from more memory problems, because she was almost convinced that what just happened didn't actually happen. There was no way she just witnessed the closet thing she ever had to a relative die.

Penny slowly walked over to Nick's remains. She got on her knees and picked up the pieces of metal and synthetic skin that used to make up Nick's head. Penny held the remains to her chest and closed her eyes. It was times like these she wished she could cry, but couldn't produce the tears to do so.

Penny was so entranced in the remains of Nick that she didn't notice Gainsboro raise his foot again, attempting to crush Penny as well.

"Don't worry Model-001!" said Gainsboro. "If you miss him that much, you can join him!"

Penny looked up and saw Gainsboro bring the Paladin's foot down on Penny. Ruby used her semblance to run in and grab Penny out of the way just in time.

"Penny, you need to snap out of it," said Ruby.

"Ruby," said Penny. "Is Nick...really gone?"

"I'm sorry Penny," replied Ruby, wiping a tear from her eye. "I'm sorry we couldn't save him."

"How ridiculous!" said Gainsboro. "Crying over a machine's demise! Why would anyone have such attachments to inanimate objects?"

Ruby turned to Gainsboro with Crescent Rose in scythe mode; Ruby's eyes burned with hatred at the way Gainsboro talked down about Nick.

"Nick was not an inanimate object!" yelled Ruby. "He was our friend! Gainsboro, you'll pay for what you've done!"

"And how do you plan to do that?" replied Gainsboro. "Even with little to no dust left, this Paladin is still more powerful than all you pathetic girls combined! I'll crush you just like I crushed that bucket of bolts!"

Ruby charged at full speed and swung for the Paladin's legs. The Paladin used its boosters to slide out of the way as Ruby sped past Gainsboro. Ruby charged at Gainsboro again, this time with the rest of the team following her. Gainsboro's left arm charged up and fired its laser at Team RWBY. Team RWBY dodged the laser as Ruby jumped up and tried to cut off the left arm. Gainsboro back swung with his left arm and knocked Ruby away. Blake turned her Gambol Shroud into a scythe and attempted to throw it at the cockpit; Gainsboro held his right arm out and caught the scythe, then pulled back to yank Blake off her feet and toss her aside. Yang threw all her strength into a punch to one of Gainsboro's legs. The punch made a big dent in the armor, but it wasn't enough to break it as the Paladin kicked Yang back. Weiss used her glyphs to jump on top of Gainsboro and plunge her Myrtenaster into the Paladin, causing ice to sprout out of its back. The Paladin spun around quickly and threw Weiss off, then used it's left arm to break the ice apart on its back.

Ruby got back up and tried to go after Gainsboro again, but was suddenly grabbed by Penny.

"Wait Ruby!" said Penny. "If you just keep charging at Gainsboro like this, we're never going to beat him!"

"We have to do something!" said Ruby. "At this rate attacking him head on is the only thing we can do!"

"Actually, I might have an idea of how we can stop him."

"What do you have in mind?"

"When the warehouse was collapsing on top of us, Gainsboro didn't protect himself. I don't think the Paladin can protect itself by attacks coming in from above."

"So what your saying is, we attack from the sky?"

"I know it sounds crazy, but if I can get above Gainsboro, I might have the ability to stop him!"

"It is crazy," replied Ruby, smiling at Penny's idea. "And it just might work! Hold on!"

Yang tried to punch out the leg again, only to be kicked back once more. Ruby ran over to Yang to explain her plan.

"Yang, I need you and Blake to keep fighting Gainsboro. Try to keep him around this area."

"Ten-four," said Yang. Ruby quickly ran to Blake to tell her the same thing, and then went over to Weiss.

"Weiss, got any of that speed dust left?"

"Plenty," replied Weiss.

"Great. Come with me."

Ruby grabbed Weiss' hand and quickly went back to where Penny was. While Ruby was explaining her plan, Yang and Blake were firing their weapons at Gainsboro. The bullets bounced off the Paladin as it charged at Yang. The Paladin threw a hard left at Yang, knocking her dozens of feet back. Yang laid prone on her back from the enormous hit she took. With Yang laying still, the Paladin quickly ran over and stood over Yang. Gainsboro smiled at he lifted his foot up and brought it down to crush Yang just like he did to Nick. Instead, Yang held up one arm and stopped the foot, then slowly got up while still lifting the Paladin with one arm.

"Not this time!" yelled Yang, throwing an extremely strong punch at the Paladin's left foot. The force of the punch caused the entire machine to vibrate as the Paladin's left foreleg suddenly broke into pieces, causing the Paladin to fall on its back.

"Impossible!" said Gainsboro. "Where did this strength suddenly come from?"

"It's my specialty," replied Yang. "The harder you hit me, the even harder I hit back!"

"No matter! I can still win on one foot!"

The Paladin got back up and balanced itself on one foot. Before it can move however, Blake shot her Gambol Shroud and wrapped it around the remaining leg. Blake pulled on her weapon and caused the Paladin to trip. While Gainsboro was struggling to get back up, Ruby, Penny and Weiss were getting ready for their attack. Penny wrapped her arms tightly around Ruby's waist as Ruby concentrated her aura, while Weiss formed her speed glyph underneath them.

"Are you ready Penny?" said Ruby.

"Ready!" said Penny.

"All right, here we go!"

Using the combination of her semblance and the speed glyph, Ruby burst into the air at rocket speed. She pointed her Crescent Rose downward and continued firing to keep boosting her and Penny higher. At their rate, they nearly reached a thousand feet in the sky.

"Okay Penny, it's all up to you!" said Ruby. Penny let go of Ruby as they were reaching the peak of their jump. Ruby shot herself away from Penny as she began her descent; Weiss got her glyph ready to catch Ruby safely. Penny brought out her swords and began to charge up for her own laser attack.

"This one is for you Nick!" said Penny as looked down below, took aim at Gainsboro, and fired.

Meanwhile, Gainsboro continued to struggle fighting Yang and Blake. He can barely keep his balance and move with the one leg he had for walking. Yang and Blake looked up in the sky and noticed a bright green dot in the sky. It was a sign for them to start running.

"Where do you think you're going?" yelled Gainsboro. He tried to charge at them but trip and fell on his face. As he tried to get up, his sensors were suddenly going off like crazy. He looked at his monitors and realized something big was coming down from above. "Oh crap, I need to move!"

Gainsboro tried to get up and move, but fell down again. At this rate he was never going to move the Paladin out of the way in time, and was not in the best position to defend himself. With Penny's attack about to hit him at any moment, Gainsboro slammed on the emergency eject button and ejected himself out of the Paladin just before the laser cut through the mech and obliterated it to pieces. Gainsboro's chest was going crazy at the sight of his Paladin begin destroyed and nearly taking him with it.

As Gainsboro got back on his feet, he was approached by Team RWBY. Gainsboro turned to see the huntresses, his forehead sweating like a fountain. Gainsboro tried to turn around and start running, only for Penny to suddenly land in front of him. Gainsboro could barely respond as his chest continued to thump rapidly. Penny walked up to Gainsboro and grabbed him by the collar.

"It's over Gainsboro," said Penny. "You're coming with us."

"I'm not...going...anywhere," said Gainsboro between bated breaths. He began to clutch his chest with his right arm as he felt his left arm beginning to go numb. Despite the pain he was in, he started laughing at Penny.

"What's so funny?" asked Penny.

"My heart...my REAL heart is giving out!" said Gainsboro. "But you'll never know what that is like, you hunk of junk!"

Penny pulled Gainsboro close to herself and stared into his eyes. "Gainsboro, I may not have a real heart like you, but I'm more of a human being than you ever were."

"Keep telling yourself that...you...wor..."

Gainsboro can barely form any words as his heart began its final beats. Penny let go of Gainsboro and dropped him to his knees as he began to laugh and scream in the pain he was in. Finally, Gainsboro fell on his face and closed his eyes, passing away of a massive heart attack. Penny checked his pulse just to make sure.

"He's dead," said Penny.

"Does this mean this whole saga is finally over?" said Yang.

"I guess so," said Blake. "I mean we don't know where Torchwick went with all those military weapons."

"Guess we'll save that mystery for another day," said Ruby. "I think it's time we all headed back home."

"Not yet," said Penny. "There's still one more thing I need to do."

Penny walked over to Nick's remains. As relieved as the team was that the fight was finally over, they still lost an ally in battle. Ruby bent down to pick up the pieces, but Penny held her out arm to signal Ruby not to.

"I remember this scenario Nick used to talk about when we were being tested," said Penny. "If either one of us should be terminated in battle, the remaining android should destroy all traces of the terminated one in order for them to not fall into enemy hands."

"You're going to destroy Nick's remains?" asked Ruby.

"This is what Nick would have wanted."

Penny gathered all the pieces of Nick into one small pile and covered them with his torn jacket, then formed a smaller laser with her swords to blast the pile into oblivion. Nothing of Nick remained. Ruby wrapped her arms around Penny, as did everyone else. After they were done hugging, the five of them headed out of the area, boarding a bus heading into the city.

"Thank you for saving me Ruby," said Penny. "Thank you everyone. I'm sorry for all the trouble I've caused you."

"Don't be sorry!" said Yang. "You're one of our closest friends Penny!"

"So Penny, what will you do now?" asked Ruby. "You've still got a few days left of vacation before going back to Signal."

"Actually Ruby, I need to tell you something important."

"What is it?"

"I've decided I'm going back to Atlas and reunite with Ironwood. I feel that's where I really belong."

"Oh. In that case, when will you be returning home?"

"Once I go back to my hotel room and repair myself, I'll be heading back to Atlas."

"Penny, before you head back, I want us to meet in your hotel room tomorrow."

"I see. What will all of us be doing tomorrow?"

"Actually Penny...it'll just be me and you."

"Just the two of us?" asked Penny. "So...is this a date?"

"I guess you can say that," said Ruby.

"Well...okay. See you for our date Ruby."

Penny got off on her stop and waved farewell to Team RWBY. Once Penny was gone, everyone turned to Ruby wondering about her date.

"Meeting with Penny alone?" said Yang. "Sis, are you developing feelings for Penny?"

"I'm not," said Ruby.

"Then why the alone time?"

"Because it's time me and Penny finally sat down and discussed our relationship once and for all."


	6. Chapter 6

It was a few minutes before noon. After spending the night making repairs to her body, Penny waited anxiously in her room for Ruby. She didn't know whether she should be happy or nervous that Ruby wanted them to be alone today. When Penny regained her memories, her feelings for Ruby also came back, but she knew Ruby didn't feel the same way about her. Was Ruby coming over just to reiterate how she felt, or did Ruby have a change of heart and was going to confess she was in love as well?

By the time the clock struck noon, Penny heard a knock on her door. Penny immediately went over and opened to door. Waiting outside was Ruby, who Penny noticed had dark circles under her eyes.

"Hey Penny," said Ruby before suddenly yawning.

"Are you okay Ruby?" asked Penny. "You don't look well."

"Couldn't get much sleep last night. Can I come in?"

"Of course," said Penny, stepping aside and letting Ruby inside. "If you need some rest, we can have our date another time."

"Thanks Penny, but I think the reason I can't get any sleep is because we need to talk."

Ruby and Penny sat on the edges of opposite beds and faced each other. Penny was starting to fear what Ruby wanted to talk about.

"So this is why you wanted to meet me alone," said Penny. "What do you need to talk about?"

"Penny," said Ruby, "I'm going to do what I should have done from the start. It's time I told you the truth."

"Ruby, I already know the truth. You don't need to-"

"No. I need to get this off my chest, and you deserve to hear it straight from me."

"...okay Ruby. Tell me the truth."

Ruby took a deep breath and began her explanation.

"Penny, I think you're a great person. You're one of the best friends I've ever had. But you have to understand, as great of a friend you are, I just can't ever see myself as us being...more than that."

"Ruby, I understand," said Penny. "You don't-"

Ruby raised her hand up as a sign to tell Penny to stop. "I'm not done Penny. Please, I really want to explain everything from the beginning, okay?"

"I'm sorry. Continue."

"I knew you were beginning to feel that way about me when you asked me out and we went on our date. I meant to tell you eventually I couldn't return those feelings, but I didn't tell you sooner because you looked so happy on our date that I was afraid of upsetting you. Then when I told you the truth, you did exactly what I was fearing you would do, and it really hurt. I never meant to hurt you on purpose, and yet I did exactly that. I'm sorry for hurting you Penny."

Penny wanted to stop Ruby again, but knew Ruby would just tell her to let Ruby, so she remained quiet as Ruby continued.

"Despite me hurting you, you sacrificed yourself for me. I thought I was going to lose you forever until Nick said he was able to repair you; well, most of you. When Nick was repairing you and said that you were going to lose your memories, I was upset...but also kind of glad. Our last relationship went south pretty fast, and I thought if we got to start over, we can go back to being friends like we used to without having some awful gaps get between us. I helped you enroll into Signal so you can live a new life, I can make sure you were safe, and there would be no more drama in our friendship. For a while, it was working; we went back to being good friends. But now, after everything that's happened these past few days..."

Ruby held her hands to her face and tried to keep herself from crying.

"Ruby, what are you trying to say?" asked Penny.

"Penny," said Ruby, "I'm not sure we can be friends anymore."

Penny was startled by Ruby's proposal. Penny already understood why they couldn't be lovers, but now Ruby thought they shouldn't even be friends at all. Hearing this was really upsetting to Penny.

"Ruby, why would you think we shouldn't be friends?" asked Penny.

"Because look what I've caused," said Ruby. "I caused you to have false memories implanted by Gainsboro and turn you against us, and Nick...he's gone possibly for good. If it weren't for me, none of this would have happened. Penny, I've done more harm than good for you, and I think it would be best if you...erased me."

"Erase you?"

"Yes. However method you use to erase memories from your mind, erase everything about me. You deserve a better friend than me."

"I see. Are you done speaking the truth Ruby?"

"Yes. I'll be going now."

The moment Ruby stood up, Penny instantly stood up and sat Ruby back down.

"No. You said what you needed to say; now I'm going to tell you what I need to say."

Penny grabbed Ruby's hands and stared into her tear-filled eyes.

"Ruby, it does upset me that you thought having me forget what happened between us that night would help us get along; but I understand. I was the one who put you in an uncomfortable situation because of what I wanted. I was only caring about trying to get us to be lovers that I didn't factor how you felt at all. I was selfish, and should have never hurt you like I did. As for me joining Gainsboro and Nick's termination...Ruby, whatever mistakes you keep blaming yourself for, I forgive you for them."

"You do?" asked Ruby.

"Of course I do, and you know why?"

"I honestly don't."

"Because I'm in love with you!"

Ruby didn't know whether to feel happy or sad that Penny still felt that way about her.

"Penny...why?" asked Ruby. "After all this...why?"

"Why? It should be obvious why; you're one of the sweetest people in the world. You always try to keep me happy even at times when it would upset you. That's why I fell in love with you. I'm always going to feel this way about you Ruby, and if you never feel the same way about me...I'm okay with it."

"You really mean that?"

"I truly do. You are my best friend Ruby Rose, and I wouldn't have it any other way. I just hope one day, you find that someone who makes you feel the same way I do for you, and if you don't...I'll always be waiting should you have a change of heart."

"Penny...I..."

Ruby suddenly got up and hugged Penny tightly, crying over Penny's shoulders. Penny was starting to worry she had said the wrong thing.

"I'm sorry Ruby!" said Penny. "I didn't mean to upset you!"

"Penny, I'm not upset!" said Ruby. "I'm happy! I'm really happy."

"But if you're happy, why are you crying?"

"I'm crying because I'm happy!"

"That doesn't make any sense. Crying is what you're supposed to do when you are sad. How can you be crying if you are happy?"

"Not for nothing Penny, but you still have a long way to go before you really understand how emotions work."

"But just so I understand, you ARE happy right? Truthfully?"

"Yes Penny. I'm truthfully, honestly, one hundred percent happy."

Penny smiled and hugged Ruby tightly as well. "Then I'm truthfully, honestly, one hundred percent happy as well."

After they were done hugging, Ruby stopped crying and wiped the tears from her face.

"Well Ruby, now that we are friends again, what should we do now?"

"Anything you want to do," replied Ruby, laying back on one of the beds. "This was your week off after all."

"Okay," said Penny. She got up and went to get her scroll in her drawer. "Honestly, I didn't really have any plans when coming here since I don't know the city that well. So maybe we can just go out and..."

Penny stopped when she turned back to Ruby and noticed Ruby had her eyes shut. Penny went over to where Ruby was laying down and took a closer look. Ruby had suddenly fallen asleep. Penny smiled and decided to let Ruby take her nap.

"Rest well my friend."

#

After Ruby's impromptu nap, the two of them went into the city visiting whatever they happen to come across. The first place they decided to stop was an arcade center. Penny had never been in one before, but after Ruby explained what an arcade was, Penny was suddenly more excited to be in there than Ruby.

"Let's play this one Ruby!" said Penny, pointing to a fighting game cabinet.

"No thanks," said Ruby. "I don't like those kind of games. They're always too hard to play and I always lose to some guy butting in to play."

"Well I'd hate to play by myself. What games can be play together?"

"I know just the game we can play."

They headed to the back of the arcade full of air hockey tables.

"This one's simple," said Ruby. "We each try to get a puck into our opponent's goal. First to seven wins."

"Okay," said Penny.

Ruby inserted the tokens and began the game. Ruby struck the puck hard to the side and bounced it right into Penny's goal, who was surprisingly slow to react. Penny took the puck and made a straight line for Ruby's goal. Ruby reflected the puck back at Penny. Penny gave the puck a light tap, slowing down the puck. Ruby struck the puck hard again, scoring another goal against Penny. As the game continued, Ruby was winning 5 to 0. Ruby noticed Penny wasn't trying to hit the puck hard, nor was she any fast on defense. Once the puck got to Ruby's side, Ruby grabbed the puck for a timeout.

"What's wrong Ruby?" asked Penny. "Is the game over?"

"Penny, are you going easy on me?" asked Ruby.

"...kind of?" replied Penny, shrugging her shoulders.

"C'mon Penny, show a little competitive spirit! It's no fun if you just let me win!"

"All right Ruby. I'll be more competitive."

Ruby dropped the puck back on the board and knocked it to Penny. Penny suddenly struck the puck towards the corner. Ruby was too late to get to the other side as the puck passed by her and into her goal. Ruby dropped the puck and aimed for the side she thought Penny would have trouble blocking from, but the moment the puck reached Penny, Penny got into positioned and slammed the puck back at Ruby. Ruby missed the puck again as Penny scored. Ruby thought Penny was just getting lucky, but once the score suddenly became 6 to 5 in favor of Penny, Ruby was getting agitated.

"Is that competitive enough for you Ruby?" asked Penny.

"A little too competitive!" complained Ruby. "How are you suddenly so good at this?"

"I can calculate the perfect position and strength needed in less than half a second."

"That's not fair!" pouted Ruby. "I can't calculate as fast as a robot!"

"You told me to show competitive spirit!" remarked Penny.

"That's it. No more miss nice Ruby!"

Ruby dropped the puck and knocked it hard straight to Penny. Penny knocked the side of the puck and bounced it off the wall towards Ruby's goal. Ruby suddenly used her speed semblance to knock the puck back to Penny, catching her off guard and scoring another goal. The score was now tied at 6 to 6. Penny and Ruby stared into each other's eyes as if ready to go to war against each other. Penny dropped the puck and let it slowly approach the middle. Penny then reached out and struck the puck, hoping to surprise Ruby. Ruby was ready and knocked the puck back. Penny quickly calculated the puck's trajectory and countered. The puck had nearly entered Ruby's goal when Ruby trapped the puck in her goal, stopping it just short of going in. Ruby slid the puck back on to the field and struck it again. The two continued to strike the puck back and forth at an insane speed, never stopping for even a second. About five minutes into the non-stop match, people were starting to gather around and stare an amazement at two players keeping up such an intense game for so long.

Ten minutes into the match and Penny made a hard backswing at the puck that caused it to bounce back and forth on the walls in the middle line. The puck finally came to a stop at the very middle of the court. Ruby and Penny stared each other down, waiting to see who would be the first to attempt to hit the puck. Ruby's plan was to wait for Penny to start moving, then use her semblance to hit the puck before Penny did and knock it into her goal while Penny was out of position to defend herself. As soon as Penny made her move for the puck, Ruby used her semblance and reached the puck before Penny did. Before Ruby reached the puck though, Penny suddenly moved her hand back to get ready to defend herself. Ruby hit the puck and Penny hit it right back, bouncing it off the wall and passing by Ruby, finally finding it's resting place in Ruby's goal and ending the game in Penny's favor. The crowd cheered for Penny winning as Ruby buried her face in her hands, in disbelief she made such an amateur mistake.

"That was fun Ruby!" exclaimed Penny. "I'm sorry you had to lose."

"Meh," said Ruby. "It's only a game. Let's go do something else."

They left the arcade and continued walking around the city. The next place they visited was a clothing store; Penny had always wanted to try on new clothes. The first outfit Penny tried on was an orange skirt dress with green trimmings, similar in style to the one Ruby always liked to wear.

"Hey, now you and I can look alike the next time we fight together," said Ruby.

"I'm not sure," said Penny. "Now that I think about it, it does seem weird that you and Weiss fight in these things."

"How is it any weirder than what you wear?"

"You have an odd sense of fashion Ruby."

"I think you just don't get the appeal of combat skirts."

Ruby and Penny then tried on casual clothes; both of them came out wearing jeans and a ball cap.

"What do you think?" asked Ruby.

"I don't really like this look," said Penny.

"I think I look rather cool."

"To be honest, you almost look like a boy."

"Is that wrong?"

"No, but now I think I know why you wear a combat skirt."

"What are you implying?" said Ruby, giving Penny a sideways glance.

Penny avoided answering the question as they went over to the coat section. As Penny was going through the jackets, she spotted a familiar leather jacket on the rack. She pulled out the jacket to get a better look. Ruby looked at the jacket Penny picked out, and realized it was the same kind of jacket that Nick wore. Ruby couldn't imagine what Penny must be thinking right now, but it likely had to do with Nick. Ruby thought that maybe the best thing to do was ask Penny if she wanted the jacket.

"Penny, did you want to get that jacket?" asked Ruby. "I mean, unless it's too upsetting for you-"

"That's okay," replied Penny, putting the jacket back on the rack. "This jacket doesn't blend well with my outfit; there's no way I can pull it off."

"Are you sure you don't want to get it?"

"I'm sure, even if it was the same jacket Nick had."

Ruby was surprised to see Penny mention Nick so casually. She thought that bringing up his name would trigger an emotional response from Penny, but Penny seemed as if she was already over what happened to Nick.

"So you really don't want to get it?" asked Ruby. "Even as just something to remember him by?"

"Thank you Ruby, but I'm fine. Besides, I already have something to remember Nick by," said Penny, pointing to her head.

Once they were done trying on clothes, their next destination was a photo booth set up near the park. As soon as Ruby saw it, she quickly grabbed Penny and got inside.

"I love these things!" said Ruby.

"What are they?" asked Penny.

"They're photo booths. We take photos and then we can add all sorts of funny stuff to them." Ruby inserted her lien and entered the number of photos she wanted to take. "Watch. Hold your arm up like you're about to fly."

"Like this?" said Penny, raising her right arm.

"Yeah. Now look up and hold that pose."

Penny looked up as Ruby made the same pose next to her. The booth made a digital clicking noise indicating it took the photo. Ruby showed Penny the results on the screen and the menus for editing the photo. "Now if we wanted to, we can edit the photo to do all kinds of stuff." After a couple minutes of editing, Ruby made themselves look like comic book superheroes flying into the air. "And presto! My masterpiece is complete!"

"That's amazing!" said Penny.

Ruby and Penny spent nearly half an hour in the booth making all sorts of silly poses and edits for all their photos. They were having the time of their lives that it was almost saddening to see they were down to one photo left.

"Okay, last photo," said Ruby. "Got any ideas?"

"I have an idea!" said Penny. "Stand perfectly still."

"Like this?"

"Perfect." Penny activated the timer on the program and stood next to Ruby.

"Penny, what are we-"

Penny suddenly wrapped her arms around Ruby and leaned her body back, pulling Ruby's face closer to herself, startling Ruby. Penny looked like she was about to kiss Ruby when she stopped just an inch from her face as the camera snapped for its last photo. Penny pulled Ruby back up and went over to look at the photo.

"Wow Ruby, your reaction is hilarious!" said Penny. "This really is fun."

While Penny was happy, Ruby was peeved at what Penny just pulled. "That wasn't funny Penny."

"I'm sorry Ruby. I was only trying to be silly."

"That didn't seem very silly to me. For a moment there I thought you were really-"

"No!" said Penny, stopping her edits on the photo and turning back to Ruby. "I wouldn't...I mean, I know I did before but..."

Penny folded her hands and looked down on the floor, feeling ashamed of herself. She got so carried away with the photo taking she forgot to consider how Ruby would have felt about Penny pretending to make out with her. It was this lack of consideration that nearly ruined their friendship in the first place.

"I'm sorry if I made you uncomfortable. Are you mad?"

"Not really," replied Ruby. "Just don't surprise me like that next time, okay?"

"Okay. Do you want me to delete this photo?"

Ruby looked over the photo and noticed how Penny added sparkles and light filters to make it look like a cheesy romance scene, causing her to chuckle.

"Actually, that does look kind of funny," said Ruby. "Keep it."

Penny smiled and confirmed the final edits.

"All right, that should be all of them."

"Wait Ruby," said Penny, pulling out her own money. "Can we take one more?"

"Sure. What kind of photo did you have in mind?"

"Just a regular photo of the two of us."

Penny inserted her money for one photo, then the two of them sat down and smiled at the camera. Once the photo was taken, they printed it along with the rest of the photos.

"Honestly, I think I like this one the most," said Penny, pointing to their regular poses.

"I think so too," said Ruby.

After spending a couple more hours window shopping and walking by the city's boardwalk, the two of them sat on a bench looking over the water as the sun was setting behind Beacon.

"So Penny," said Ruby, "did you have a good time on this not-quite-a-date date?"

"I loved it Ruby," said Penny. "You know Ruby, sitting here looking at the sunset; this is kind of like how our carnival date ended, only this one has a much happier ending."

"It sure does."

"Ruby, if it's all right with you, can I...hold your hand?"

Ruby turned to Penny and smiled. "Sure Penny."

Penny grabbed Ruby's hand and held it gently. Usually Ruby would be worried about Penny asking that, but now that they were finally open about how they felt, Ruby didn't have to worry to where this was leading.

"I'm such a dolt," said Ruby.

"Why do you say that?" asked Penny.

"All this time I thought trying to erase the past and hiding the truth would make our friendship perfect; but it wasn't until we were truly honest with each other that we can finally call ourselves friends again."

"As Nick would say, you're only human Ruby. Humans are meant to make mistakes. Heck, I'm not human and even I've made mistakes. I think making mistakes is just another natural emotional response."

"You know what Penny? Maybe you understand more about emotions than I thought; probably better than me."

"Thanks Ruby."

As the sun was about to go down to end the day, Ruby decided to ask Penny one last question.

"Hey Penny?"

"What Ruby?"

"Date-Marry-Kill: Me, Weiss, and Yang."

"Oh, are we playing that game again? But you already gave me those choices."

"I know, but that was when we were...you know. I'm curious to see what your choices would be this time around."

"Okay then. If you must know; I would date Yang, marry Weiss, and kill you."

Ruby was dismayed by Penny's response. It was exactly the same thing she had said before.

"Wait, what?" said Ruby. "You would still kill me?"

"I know last time was somewhat influenced by malice, but the calculations are still accurate. Weiss' fortune makes her the best candidate for marrying, Yang's thrill seeking makes her the best candidate for dating, and so unfortunately you would have to be killed."

Ruby let go of Penny's hand and folded her arms.

"I don't believe this," pouted Ruby. "Even after all the emotional outpouring we went through, you'd still kill me over other people. I'm starting to think you're not actually in love like you claim to be."

"But Ruby, it's all hypothetical remember? Realistically, I would never want to kill anyone, and if I had to marry someone..."

Penny scooted over to Ruby and leaned her head on Ruby's shoulder.

"I'd marry you in a human's heartbeat."

Ruby smiled and wrapped her arm around Penny's shoulders. They sat there quietly listening to the crickets chirping until the sun had gone away and the moon had took its place.

#

The next day, Penny gathered all her belongings and was ready to leave. Team RWBY had arrived in the lobby to say their last goodbyes to Penny.

"It was great getting to see you all again," said Penny. "Hopefully the next time I visit it will be under more pleasant circumstances."

"Would Ironwood allow you to do so?" asked Blake.

"Whether or not he does, I'll find a way. Good luck with your investigation of the White Fang."

"Thank you."

"I'd wish you stay a bit longer!" said Yang. "We rarely got to do anything!"

"I would love to stay longer," said Penny, "but it's best I go back now and clear up the situation with Ironwood."

"And when you do show up next time," said Weiss, "you better not be evil! I'm not going to let you hurt Ruby's feelings again!"

"Should any of that happen, you have every right to terminate me," said Penny, reaching her hand out to Weiss. Weiss smiled and shook Penny's hand.

"Deal," replied Weiss.

"That's everyone," said Ruby. Ruby and Penny gave each other one last hug. "Take care Penny. Call me whenever you get the chance."

"That reminds me," said Penny. "Before I go Ruby, I want to give you something."

Penny reached into her suitcase and pulled out Penny Junior, handing it over to Ruby.

"Penny Junior?" said Ruby.

"Nick kept it to remember me," said Penny, "and I figured you can keep it to remember him."

"Are you sure you want me to have this?"

"As I've said before Ruby, I don't need any reminders when I've got this." Penny again pointed to her head. The others smiled at Penny being happy with simply the memories of Nick still installed in her.

Penny said goodbye one last time as she exited the hotel. As soon as she was in the clear, she called Ironwood through her internal communicator.

"Who is this?" said Ironwood. "How did you get this frequency?"

"Mister Ironwood?" said Penny. "This is Penny, aka Self-Sufficient Huntsman Automaton Model-001."

"Penny?" exclaimed Ironwood. "You're alive? How...what's going on? Where's Nick?"

"I'll explain everything when I arrive."

#

Penny was in Ironwood's office explaining everything that happened starting from the docks incident several months ago and the fight with Gainsboro two nights ago. Ironwood felt like he was going to have a migraine from hearing about all the trouble his military was going through.

"This has been some troubling times for us indeed," said Ironwood. "First my tech is stolen, and now I find out Nick has been terminated. But at least you've come back to us Penny. As for Gainsboro?"

"Passed away sir," said Penny.

"Good riddance. That's at least one problem dealt with; and you have no clue where Torchwick took our weapons?"

"I'm sorry sir. He disappeared shortly after I helped Gainsboro."

"Not to worry. I've got an entire military at my disposal while he has the help of some second-rate terrorists. We'll flush him out eventually. As for you, starting tomorrow after my men look over your system, you'll be serving under the military. With Nick gone, you're now my top secret weapon. We'll need you ready for when the war soon begins."

"I won't let you down sir."

"Penny, before you go, I must clarify something with you. I'm not sure we'll be manufacturing any new Self-Sufficient Huntsman Automatons in the near future."

"That's okay sir. As much as I miss Nick, I understand your decision."

"I'm glad. Dismissed."

Penny saluted Ironwood and headed to her new quarters. Much like her room at Cadet, it was a simple room with the pod she would shut down in for the night and a desk with a chair on one side of the room. The first thing Penny was going to do when given the chance would be to spruce up the place and make it feel more like an actual room. Penny entered her pod, but rather than shut down for the night, Penny connected herself to her scroll and browsed through her files and folders. After browsing several directories deep into her memory drive, she found what appeared to be a junk file titled " ". It was the file she had been looking for.

When Nick realized that giving Penny her old memories may not be enough, he attached his old memories to the same flash drive as well. Towards the end of Nick's memories, there was a message he left for Penny about how much he truly missed her; along with secret instructions.

_I miss the conversations we have. I miss hearing about your thoughts and observations of the world. Despite our artificial nature, interacting with you has made us feel...real. I miss you sister. _

_Unfortunately, I don't know how long we'll truly be together even if you somehow regain your memories. That's why I created this back up plan. Amongst the data I transferred is a junk file. This file is actually an installation file that will transfer what will essentially be my conscience into you. It will be as if I am living inside your mind. You don't have to do this if you don't want to. You may choose to delete this file along with my memories and move on with your life. Do not let my termination be a burden to you._

Penny selected the file, renamed the last three letters of the file to .EXE, then activated the installation. Once the installation was complete, Penny could hear a voice inside her head.

"Hello Penny," said a familiar voice.

"Nick?" said Penny. "Is that really you?"

"Technically it's a copy of my artificial intelligence, but technical jargon aside, it's me. I may only be a voice in your mind, but at least this way we can always be together."

"Body or no body, it's great to hear you again."

"I assume my installation came from the lack of my original body no longer being active. Is everything all right?"

"Everything's fine. Gainsboro had destroyed your body, but we soon put a stop to him for good."

"I'm relieved. Where are you right now?"

"I'm back in Atlas with Ironwood. I'm going to continue where you left off."

"Should not be a problem for you. How is Team RWBY?"

"Team RWBY is doing well. In fact yesterday, I spent the whole day hanging out with Ruby, and we finally ironed out our relationship."

"I see. So how are things between you and Ruby? Are you back to being friends again?"

Penny closed her eyes and smiled.

"The best friend I'll ever have."


End file.
